Harmony's Warriors: X-Questrians First Class
by Bronyman1995
Summary: It is the early nineteen seventies, and Cupcake and Carrot Cake are two young ponies discovering their powers for the first time in a world that doesn't fully understand them. Their world however, is turned upside down when they are called upon to stop a griffin bent on world domination.
1. Act I - 01 - Innocence Lost

_**Act I:**_

_**"In the Beginning"**_

_**Chapter One:**_

_**"Innocence Lost"**_

**The Village of Prospekt, South Griffinheim Empire, April, 1964:**

"Mama! Look what I can do!" the bright yellow colt said, eagerly running up to the orange coated mare who was busy tilling the garden. Floating beside him, seemingly weightless, was a small metal screw that he had found in the garden dirt. His mother turned to look, taking a moment to wipe some of the sweat off her brow.

"Carrot what is..." she trailed off at the sight of the floating screw, her eyes widening slightly. "Carrot what are you doing?"

Carrot simply beamed. "This Mama!" he then floated the screw around his hoof, a large smile on his face as his mother watched with surprise evident on her face.

"Carrot how are you doing that?" she asked, unable to believe the sight of the screw floating around as if a unicorn were levitating it.

"I'm magic Mama!" Carrot answered, a slight giggle in his voice. However, his smile faded when he saw the look on his mother's face. He tilted his head slightly.

"Mama what's wrong?" he asked, wondering why her expression was so worrisome. To him, levitating the small screw was the single most amazing thing in the entire universe. His mother's eyes darted about worriedly, seemingly scanning the other homes that surrounded them on their quiet village street.

"Carrot, please don't do that, they'll see you," she finally spoke, her voice thick with worry as she picked the screw out of the air and quickly buried it. Carrot however, still didn't understand why his mother seemed so fearful.

"Who'll see us mama?" he asked, looking around to try and find whatever it was that might be watching them.

"They're watching us," his mother answered, motioning towards one of the water towers that could be seen peeking over the rooftops of the houses. Carrot had always wondered what those tall towers were for besides holding water, since he had often spotted griffins coming and going from them.

"The water towers? How can they be watching us?" he asked, curious as to how that was possible. He never saw any of the griffins looking directly at him, and had always assumed that the griffins he saw were just maintenance workers. However, with the way his mother was acting, he could tell that whatever went on in the water tower was most likely something mysterious and threatening.

"I don't know how son, but they do," his mother said, standing up and taking his hoof. "Let's go inside Carrot, you have to wash up for dinner," she added, glancing up at the water tower as she led him inside. She closed the door behind him, motioning towards the stairs.

"Now wash up, and I'll start dinner," she said, and Carrot nodded, already making his way towards the staircase, thoughts of the mysterious water tower far from his mind.

/

Meanwhile, peaking through a pair of high powered binoculars, was a griffin, who intently watched as the small colt and his mother stepped inside the house, with the mother closing the door behind her. Without saying a word, the griffin dropped the binoculars from his eyes and discreetly closed the hatch on the side of the water tower, turning to face his comrade, who sat at a table inside the empty structure, hunched over a large radio, headphones around his head.

"Have you got the bugs set up?" the first griffin asked, idly checking the coffee machine to see if there was any fresh coffee. His comrade simply put his talon to his beak, shushing the other griffin.

"Shh...I'm listening…" he whispered, as he furrowed his brow and listened closely to the voices of the colt's mother, as she was apparently discussing their son's unique abilities with someone on the phone.

"_Chiffon, please there's no need to worry about Carrot,_" came the voice of someone on the other line, and it sounded as if she was consoling the mother. "_I'm confident that they won't notice._"

"_Oh, but Peppermint...he can't keep doing what he did, I mean, what if they come for him?_" the mother replied, her voice fretful. "_You know full well they've probably been watching him ever since he first moved that fence at school...everypony saw him, Peppermint, and it's not like he's a unicorn,_" the sound of a nose being blown came next, followed by a sniff. "_I mean, we earth ponies aren't supposed to make stuff levitate or move like that, it's not in our nature._"

The other mare, who previous surveillance sessions indicated was the sister of the mother, could be heard shushing her sibling, who was now apparently crying. "_Oh Chiffon, you act as if he's a monster,_" she said gently. "_Maybe he's gifted somehow, and this is just a manifestation of that gift._"

Meanwhile, the griffin listening in jotted down the dialogue as fast as possible, being sure to note details such as the tone of their voices and any background noise. His comrade, having discovered that the coffee machine was in fact, lacking any fresh coffee, discreetly peaked over his friend's shoulder, attempting to read the notes.

The other griffin looked up at his comrade for a second, before waving a free talon. "Go away Klaus, I'm working…"

Klaus meanwhile, rolled his eyes, looking around for a way to fill the coffee pot with water to brew a new batch of coffee. "Fine Fassbender, be that way. I'm pretty sure that it's nothing special….maybe he's just a unicorn whose horn hasn't grown in yet or something…"

Fassbender sat up, turning to look at Klaus with a baffled expression. "Klaus, that is the single most asinine thing I've ever heard. Unicorns are born with their horns, and even if he was some kind of deformed unicorn, why haven't any of the other agents noted a magical aura or something similar to that?"

Klaus groaned. "Alright fine, so I don't have a degree in Equestrian biology...sue me."

Fassbender meanwhile, rolled his eyes at his comrade's ignorance, before refocusing his attention on the voices in his headset.

"_...what do we do if they do come for him?_" the mother asked, her voice sounding as if she had just finished crying.

"_Just pray that never happens sister,_" the sister said. "_Now stop fretting. Everything is going to be alright,_" she added, and the mother answered with a slight sniffle before the sound of hoofsteps greeted Klaus' ears and they dropped out of range of the bug.

"Well? What's the verdict?" Klaus asked, apparently having made himself a fresh pot of coffee, pouring the drink into his coffee mug. Fassbender leaned back, cricking his neck slightly.

"Call the General..." he said, walking over to the coffee machine and pouring himself a cup. "He'll want to know about this one."

/

**Hoch Spitze, Southern Griffin Empire:**

"General Le Shaw, I have something I believe you would be interested in," the secretary said, sliding the manila folder across the desk. The griffin in question, a tall, lean fellow with a well kept mustache, took the folder in his talons and scanned through it. Inside were several dozen photographs, all taken by surveillance teams. Each photo showed the same young colt, a lanky fellow with a curly mane.

Along with the photos was a rather detailed report of an incident that the colt had been involved in at the local school house:

**_OBSERVER 24601 REPORT, APRIL 22 1964:_**

At 10:00 SUBJECT M was sighted at local school house. SUBJECT M was seen interacting with other students, situation normal. At 13:00, SUBJECT M was seen on school yard swing set. SUBJECT M was approached by an older student, who proceeded to take the swing set from him. SUBJECT M attempted to require swing set but was repelled by the other student. At 13:45, SUBJECT M was seen playing by school yard fence, when he was approved by the older students and three others of similar age. They proceeded to prod and hit SUBJECT M. OBSERVER 24601 suspects that SUBJECT M is target of bullying, as this pattern has been seen on approx. four other occasions.

At 13:46, SUBJECT M attempted to free himself from his assailants, and struck the eldest. The eldest student returned with a hit across SUBJECT M's muzzle. Apparently, this attack provoked an angry response in SUBJECT M, as he proceeded to swing his hooves wildly and shout intelligibly. What followed presents much confusion to OBSERVER 24601. It appeared that the nearby fence began to move in accordance to SUBJECT M's movements, and then proceeded to detach itself from its fastenings and swing towards the older students. The fence proceeded to inflict some visible injury on the older students, as one's wing could be seen hanging limp at the student's side as the student ran off.

SUBJECT M seemed to have not expected this development, and also proceeded to run into the schoolhouse and was not seen until the end of the school day.

**_END REPORT._**

General Le Shaw set the folder and its contents on the table top, rubbing the underside of his beak slightly. "Interesting…." he said, "Was this all the information that Observer 24601 was able acquire?" he asked, arching an eyebrow slightly. The secretary shook her head, pulling out another manila folder from underneath her wing.

"No sir, Observer 24601 was also able to successfully able to acquire surveillance audio from the colt's home. All evidence seems to confirm Observer 24601's reports of the colt's abilities." she replied, and Le Shaw's nodded, a dark smile spreading across his beak as he looked down at one of the surveillance photos.

"Well then...it seems I shall be making a visit to our little friend here," he said, "A very special visit."

/

Carrot Cake idly swung on the tire swing hanging from the large oak tree that sat outside his home. His mother was quietly rocking on her rocking chair on the front porch, watching him swing, as she always did on spring afternoons like this one. As Carrot swung back and forth lazily, he noticed a rather unique sight.

Driving up, and painted jet black, was a large vehicle, its windows completely tinted and opaque. Carrot's widened slightly with curiosity, and he pointed a hoof towards the approaching vehicle.

"Look Mama, it's one of those automobile's my teacher told me about!" he said, and his mother turned to look towards the oncoming automobile. Carrot noticed how her expression became fearful and she quickly stood up from her chair, beckoning for Carrot to come towards her.

"Carrot, off the swing," she said, her voice carrying the same worrisome tone that she had had when she saw him levitate the screw the day before.

"But why, Mama? What's wrong?" he asked, wondering what about the car had made his mother so anxious all of a sudden.

"Just get inside and to your room dear," his mother insisted, and Carrot reluctantly hopped off the swing, walking to the front porch. As he did so, his mother started towards the car, which had come to a stop in front of their home. As she walked, his mother cast a worried look over her shoulder, motioning for Carrot to enter the house. Carrot, still confused as why his mother was so worried, stepped inside. Carrot sighed and started up the stairs, confused as whatever was so important as to warrant him going to his room. As he climbed up the stairs, he could hear the front door close behind him.

Once he reached his room however, Carrot was quick to scamper up to the window by his bed, peering outside in hopes he could see what was going on outside. He was greeted by the sight of his parents speaking with a tall griffin with a moustache. The griffin was dressed in a neatly pressed, jet black military uniform and wore a matching military cap on his head. Under his wing could be seen what looked like either a baton or a wooden cane of some kind. Carrot felt a pang of worry go through him at the sight of the griffin, as beside him stood two other griffins, dressed in military uniforms as well. His mother seemed to be placating with the griffin, who merely looked at them with bemusement.

He then opened his mouth to speak, and even though Carrot couldn't hear the words, he could tell they carried some weight, as his mother was quick to stop talking and nod rapidly, before stepping aside and allowing the griffin to walk into the house.

Carrot heard the door open downstairs and a series of hoofsteps and footsteps enter, mixed in with a finely accented voice.

"You have a lovely home Frau," the voice said, and by its self-assured and noticeably self-righteous tone indicating it was probably the griffin.

"Th-thank you General," his mother's voice replied, sounding as if she were walking on eggshells.

"Please, call me Gustav." the griffin was quick to reply, before the sound of a chair being moved and someone sitting down greeted Carrot's ears.

"Now, if you would please have a seat," came the griffin's voice and another chair was heard being moved. Someone, most likely the griffin, cleared their throat.

"Now, Miss Cake, I wish to inquire as to rumors I've heard regarding your son," the griffin said.

"Rumors? What rumors?" his mother replied, and Carrot raised an eyebrow. They were talking about him? His curiosity piqued, Carrot started to quietly walk out of his room and to the top of the staircase, listening closely to what was going on downstairs.

"Well, I've had my ear to the ground as it were, and I've heard that you're child has seemingly acquired some...unique capabilities," the griffin said. Carrot stopped dead in his tracks. 'Unique capabilities'? He quickly thought back to what his mother had said the day before last:

_They're watching us._

Carrot suddenly felt ill at ease, his previous curiosity replaced by fear. Had his mother been right? Had he been watched this entire time, someone or something always keeping an eye on him and waiting for him to do something?

"I ha-have no idea wh-what you're ta-talking about," Carrot's mother replied, her voice evasive.

"Oh Fraulein, you don't fool me. I read the report. We both know about the fence at your son's school. Now, call your son down and we can calmly and quietly discuss this matter. I intend you no harm."

Carrot paused at the top of the stairs, and he heard his mother get up out of her chair.

"Carrot, come down please. Someone wants to speak with you," she called out, her voice wavering ever so slightly. Carrot hesitated, unsure if he should follow his mother's request.

"Carrot. Come down," she repeated, her voice a little more insistent this time. Biting his lip, Carrot started down the stairs slowly and quietly, not saying a word until he reached the kitchen.

"H-Here I am mother," he said quietly, and his mother gave him a worrisome smile. Sitting across the table from her, leaning back in his chair slightly, was the griffin Carrot had spotted outside. Next to his mother, nearly dwarfing her with their size, were the two burley griffin soldiers, seemingly standing guard over his mother.

"Why hello my friend," the griffin in the black uniform said, turning to look at Carrot. The griffin wore a warm, inviting smile, but his eyes seemed to carry the aura of a predator that had just cornered his helpless prey. He motioned for Carrot to walk up to the empty chair.

"Come now, sit and we can talk," the griffin said, and Carrot looked at his mother worriedly. His mother gave him her best supportive smile, as the soldier next to her seemed to lean just a little closer to her. Carrot swallowed, slowly walking over to the chair and taking a seat in front of the griffin.

"Good afternoon my friend," the griffin said, extending a talon in greeting. "I am General Gustav Le Shaw and I wish to ask you some questions."

Carrot looked at the talon, taking note of how sharp the claws seemed to be. He looked back at his mother, who simply nodded her head slightly. Carrot tentatively took the griffin's talon, shaking it gently. Le Shaw smiled a toothy grin, and Carrot could have sworn that the griffin's eyes sparked with malevolence for a fraction of a second.

"Well, my friend, I wish to ask something of you. Is that alright?" Le Shaw asked, and Carrot bit his lip slightly, before nodding gently.

"Excellent. Now, here is my request" Le Shaw said, reaching into his uniform's front pocket and pulling out a coin, setting it down on the table. "I want you, to try and move this coin. Can you do that?" He asked, sliding the coin forwards slightly.

Carrot looked down at the coin, and then up at Le Shaw. "Why sir?" he asked, "It's just a coin."

Le Shaw lowered his eyebrows slightly, his expression darkening ever so slightly. "Well my friend, I've heard about that little incident with the fence at your school, and I simply wish to confirm a hunch," he steepled his talons as he spoke, leaning forwards slightly. Carrot bit his lip again, the full scope of the situation finally dawning on him. He looked at his mom, who simply smiled.

"Y-You can do it dearie, just show Mr. Le Shaw what you showed me okay," she said, obviously sensing his stress. Carrot nodded slightly, taking a deep breath, looking back down at the coin on the table top. He stared at it intensely, imaging it moving on its own, just like he had with the screw the other day. However, the coin remained in place, not moving as much as an inch.

"Well? Aren't you going to move it?" Le Shaw asked, his voice now more obviously threatening. His eyes narrowed and he glared at Carrot, who quick to look up at him.

"I-I'm tr-trying…" he said, fearful as to what Le Shaw might do if he failed. Le Shaw nodded slowly.

"I see...perhaps you need some motivation?" he said coldly, reaching under his wing to pull out a finely polished pistol, and, without turning away from Carrot, aiming it towards his mother. Carrot's heart skipped several beats at the sight of the pistol and the sound of his mother gasping in fear.

"Now, my friend," Le Shaw began, his voice losing all of its previous amiability, instead replaced with a cold, calculating tone. "We both know for a fact that you are perfectly capable of moving this little coin. We both know that you've moved much bigger things then this coin in the past. So, if you would be so kind, please, move the coin, or I shall have to dispose of your precious mother. Now, move the coin."

Carrot took another deep breath, focusing all his attention on the coin in front of him. Le Shaw watched him coldly, his golden eyes darting back and forth between the coin and Carrot.

"One…" he said slowly, and Carrot saw him adjust his aim slightly. His mother could be heard breathing rapidly as well, apparently seized with fear.

"Yo-you c-can d-do it de-dear….j-just d-do wh-what General Le Sh-Shaw sa-says an-and ev-everything w-will b-be all ri-right," she said, obviously trying to offer some comfort to Carrot. Carrot bit his lip even tighter, putting every ounce of his energy in focusing on the coin in front of him.

"Two…" Le Shaw said, and the hammer of the gun clicked back.

Carrot's breathing was now short and shallow, his body seized in fear at what was going to happen if he didn't move the coin in the next few seconds. In a last ditch effort, he lifted his shaking hoof towards the coin, and Le Shaw simply looked him directly in the eyes.

"Three." And with that, the gun fired, sending out a deafening bang that shattered Carrot's entire world. He heard his mother cry out in pain and something heavy slump down to the floor. He whipped his head around in a panic, eyes widening in horror.

There, lying on the floor, pool of blood rapidly forming around her, was his mother. Within an instant, Carrot had bolted out the chair and to her side, clutching her body tightly. He tried to speak, but all that came out was an unintelligible stream of half phrases and cries. His mother however, limply caressed his face, seemingly trying to give him some comfort. Her hoof then went limp, her last breath coming out as a burbled wheeze as the blood bubbled in her mouth. There was a strange silence as Carrot stared dumbly at the dead body of his mother.

"Well," came the voice of Le Shaw as he stood up from his seat at the table. "That was a wonderful waste of my precious time. Here," Carrot felt something hard hit the back of his head, snapping him back into reality. He looked down to see the coin Le Shaw had given him to move come rolling into the puddle of his mother's blood on the floor.

"A penny for your trouble," Le Shaw said nonchalantly, tucking his gun back behind his wing. Carrot numbly reached for the coin, picking it up and holding it in his hoof.

"Oh, I feel you should know this, but that's not an ordinary coin," Gustav added, a sadistic smile on his face. "Take a look."

Carrot looked back down at the coin, and, with a trembling hoof, tried to bend it. Without much effort, the coin broke in half, revealing its chocolate center. Carrot simply stared at the chocolate coin, only to hear Gustav chuckle again.

"See? It was just a test. This –" he pulled out another coin, and tapped it against the tabletop. "– Is a real coin. Here, take it," he tossed the coin at Carrot, whose sorrow was now mutating in a burning, seething cauldron of rage. Le Shaw meanwhile, motioned for one of the soldiers to pull away Carrot's mother's corpse, which only caused Carrot to clutch it tighter.

"No! Leave her alone!" he growled, and there was the sound of clattering metal in the room. Le Shaw turned to see the cast iron pots in the sink begin to vibrate and shake. A dark smile slowly crossed his beak.

"Schmidt," he barked, motioning towards one of the soldiers. "Liberate our friend from his mother if you will."

The other griffin nodded, taking a step towards Carrot and extending a talon towards him.

"I said, Leave. Me. _**Alone!**_" Carrot cried out, swinging a hoof wildly at the approaching griffin, which sent one of the large cast iron pots in the sink flying into the back of the soldier's head with a sickening crack and the soldier dropped to the floor, apparently unconscious. A small stream of blood could be seen dribbling out of the soldier's beak as well. Carrot took a step back in panic, as the other solider lunged towards him. In a panic, Carrot sent another pot flying, this time hitting the attacking soldier in the back with a loud clang, causing the griffin to scream in pain and topple to the floor in pain. Carrot, still completely seized by fear, darted wildly towards the door, only to feel a talon violently grab him back the throat.

"Oh no you don't little one," Le Shaw growled, "You're mine now."

Carrot began to violently struggle against the griffin's vice-like grip, and behind them a wild maelstrom of everything metal in the home formed, shattering windows and breaking furniture. Carrot thought he heard Le Shaw chuckle slightly, tightening his grip in the process.

"I knew it! You _are_ a special one aren't you?" he growled, before beginning to make his way towards the car, his talon still locked tightly around Carrot's neck. "I'm very sure you and I are going to spend a lot of time together." he added, which only caused Carrot to struggle all the more against his tormentor. He reached a hoof out towards the house, hoping that somehow he could break free from the grip holding him and escape. However, he was instead greeted by random pieces of metal flying towards his extended hoof, whizzing by at incredible speed and barely missing the two of them.

Le Shaw must have noticed the hail of metal around him, as Carrot was soon greeted by a violent punch to the back of the head, causing him to black out. The metal debris fell to the ground with a loud crash, and Gustav proceeded to walk around the back of the car, popping its trunk open. He unceremoniously dumped the unconscious Carrot into the trunk of the car, before reaching for a small, white box with a red cross on it. Popping it open, he pulled out a long syringe, filling it with a clear liquid. Carrot let out a quiet groan, which caught the griffin's attention.

"Now, now, now, no need to fret. You're going to come with me now, and everything will be just fine," he stabbed the syringe into Carrot's shoulder, and Carrot felt a numbness spread across his body, causing his eyelids to grow heavy and fade in and out of consciousness.

"Now just have a nice rest, my friend," the griffin chuckled, before slamming the trunk shut and sending Carrot into darkness.


	2. Act I - 02 - Friends

_**Act I:**_

_**"In the Beginning"**_

_**Chapter Two:**_

_**"Friends"**_

**Hollow Shades, Equestria, October 1964:**

Cupcake pressed her ears flat against the back of her head as she quietly sat down and huddled in her corner of the classroom, trying her best to block out the constant, never ending barrage of the thoughts of the hundred or so students in the room, and the additional fifteen hundred or so that were spread throughout the school. It was complete torture; as for every moderately innocent thought, there were a hundred more horribly filthy ones, which formed a suffocating fog around her, pushing down and closing in around Cupcake, with no escape in sight.

She had often pleaded with her parents to perhaps give her a tutor to come to their home and teach her there, but alas, her parent's thoughts equated Cupcake's fear of school as mere anxiety, and that the best method to fight against it was a 'proper immersion in society' as her father was frequent to say. So, here she was, trying to keep herself distracted from the thoughts banging against her mind, desperately hoping that class would finally begin and the cloud of apathy would descend over everyone else's minds. At least then, the thoughts would be quieter, and more sparse, enabling Cupcake at most, forty-five minutes of her favorite subject, Equestrian History. As much as she appreciated the cloud of apathy, Cupcake herself never quite understood why it was that everyone treated history in such a dismissive manner. To her, history wasn't just the fascinating details of how Equestria came into being, but it was the stories of ponies who lived and breathed real lives, lives filled with adventure and suspense, thrills and all sorts of other amazing things, and how it all came together to form her homeland.

"Good Morning Class," came the voice of a short and stocky pegasus, her mane tied in a bun.

"Good Morning Mrs. B," the entire class, including Cupcake responded, with Cupcake being part of the select few who actually meant it. The rest of the students' voices merely came out as a long drone. Mrs. B simply nodded slightly, before turning to the black board and beginning to write down information.

"Alright then class, today open your books to page 394 because today starts our Civil War unit and before we begin…"

Cupcake perked up her ears and attempted to focus on Mrs. B's words and thoughts as best as possible, simply allowing the imagery to enter her mind. She always admired Mrs. B, both for the knowledge that she had and the excitement she always seemed to exude when giving a lecture on even the most obscure parts of history. It offered Cupcake a rare solace from the constant torment of other ponies' thoughts, and, for at least forty-eight minutes or so, Cupcake felt normal.

Today's lecture happened to begin with the story of Capt. Apple, and how she, and other groups like Sgt. Rock and Easy Company or the Blackhawks turned the tide of the Civil War, and Cupcake had listened with rapt attention. But alas, the final bell had rung and class was dismissed, Cupcake's smile fading as it did so. The lunch bell rang and every other student made a wild dash for the cafeteria, with Cupcake slowly bringing up the rear.

She was quick to find a nice, relatively quiet corner, as far from the constant barrage of thoughts as possible, eating her lunch in complete silence, secretly wishing she had someone, anyone to talk to, or maybe even a group of friends that made her feel like she belonged. But alas, she had no one, and felt like a square peg shoved into a circle hole.

And she hated that.

/

Normally, the thought of returning home gave Cupcake a sense of relief. At least there, she would be able to relax in either her room or the living room, simply enjoying the music from the new records her mother had bought her. The upbeat chords and happy lyrics would often provide a way to block off the constant droning and background noise that constantly plagued her.

However, today, she knew full well that there would be little time for her to enjoy her music, as tonight, her parents had scheduled a party for a local candidate that her father, Alkanet Silverhoof was supporting in the upcoming elections. That meant Cupcake would probably be forced to stand around for the evening, talking to ponies she didn't know, and worst of all, most likely being forced to endure the constant mockery and belittling from her cousin.

As the driver began to pull towards her home Cupcake could already see all the ponies moving things into her house and setting other things up. The car came to a stop, and Cupcake quietly stepped out of it, making a beeline to the front door, where, with a kind and sympathetic smile on her face, stood her mother, but she ignored them and just made a beeline to the front door where her mother, Eleanor Silverhoof was waiting.

"Sweetie!" her mother said, scooping Cupcake up for a hug. "How was School today? Any panic attacks?" she asked, perching Cupcake on her back. Cupcake shook her head slightly.

"No I didn't have any…"

"That's great sweetie," her mother replied. "Learn anything of note?"

"Well, in history Mrs. B started talking about the civil war and about Capt. Applejack."

"Oh really? That's so interesting!" her mother answered, coming to a stop at the bottom of the staircase. "Now, go and do your homework and then get ready for the Gala alright?"

"How long until the party Mama?" Cupcake asked, already starting up the staircase.

"Oh maybe an hour or so dearie, just remember to be ready alright?"

"Yes Mama," Cupcake sighed a little, nodding her head as she started up the staircase.

She entered her room, closing the door behind her and looking at the clock on her wall.

It was five o'clock. Cupcake let out a sigh.

"Well...here we go," she murmured, already going through her drawers, bracing herself for the long evening ahead of her.

/

Later that evening, Cupcake opened her eyes, the sound from downstairs waking her from her slumber. The party had been long and exhausting, the constant psychic noise having given her a headache. As such, she had been sent to bed early, and had fallen into a deep sleep. A quick glance at her bedside alarm clock showed that it was three in the morning. The young filly sat up in bed, clutching her Ringo doll just a little tighter when another sound from downstairs, this time something akin to a growl, caught her ears.

She pulled the bed sheets a little closer to her body, hoping that whatever made the sound was just Sparky, their pet cat, and not some sort of monster or burglar. A large shadow appeared in the crack of her doorway and Cupcake felt her heart jump and twisting around like a pretzel. She pulled the sheets over her body completely, completely seized in fear.

"P-Please...d-don't hu-hurt m-me wh-whoever you a-are…" she whimpered, watching in horror as the door slowly opened with a squeak. The shadow started to move along the wall, steadily forming into the terrible, vicious, demonic form of… a house cat.

"Sp-Sparky? Is that you?" Cupcake whispered, peaking out from under her bedsheets to see the tabby cat standing in the doorway, stretching slightly before silently traipsing up to Cupcake's bed, hopping on top and settling itself at the foot of the mattress. Cupcake smiled slightly, her heart calming to its more normal pace, as she looked at the cat.

"Sparky what have I told you about scaring me? And waking me up too?" she said, trying her best to scowl at Sparky.

Sparky simply stared back at her, responding with a confused "Mrow?" before proceeding to lick herself at random. Cupcake sighed, sitting up slightly to watch the cat.

"I wonder why I can't hear what you're thinking?" she wondered aloud, knowing full well that Sparky probably didn't understand a word she was said. "I mean, I hear everypony else's thoughts, but not yours…" Cupcake trailed off, letting out another slightly dejected sigh, shifting her weight so that she could lie down again. Just as she was about to go back to sleep, another loud crash, followed by a harshly whispered expletive caught her ears. She bolted upright, yanking the covers over her body again in panic. Sparky meanwhile, took the shifting of the sheet as an excuse to find a new place to sleep, hopping off the bed and heading out the door.

"Sparky! Come back!" Cupcake whispered, only to watch as Sparky left the room without so much as a glance. Cupcake bit her lip, fearing what Sparky might run into downstairs. Who was to say that the mysterious sound wasn't some sort of cat eating monster that only came out at night?

Against her better judgment, Cupcake found herself tentatively climbing out of bed and walking towards the door, her legs wobbly. As she walked, she remembered that she was totally unarmed, so she grabbed the nearest thing that could be used as a weapon...which turned out to be her large stuffed teddy bear, Mr. Miggins. With Mr. Miggins in hoof and ready to protect her from any monsters lurking in the shadows, Cupcake started out of her room, trying her best to be as quiet as possible.

As she walked down the hall from her bedroom, she paused by the door to her parents room. Inside, she could hear her father, snoring loudly as always. Cupcake bit her lip slightly, gently nudging the door open and walking up to her dad's bed. A peek over her father's shoulder showed the space where Cupcake's mother slept was vacant, which offered Cupcake some comfort.

Maybe it's just Mommy, she thought, only for the sound of Sparky letting out a spooked meow downstairs to greet her ears. Cupcake found herself poking her dad gently, hoping he would wake up.

"Daddy, somepony's downstairs," she whispered, only to be greeted by a slight pause in her father's snoring and him rolling over. She also was able to hear the strange, disembodied sound of his sleep-addled thoughts in her head, a feeling that never ceased to make Cupcake feel uneasy.

_Ergh...Cupcakes...gotta buy more cupcakes..._

Cupcake furrowed her brow slightly, the sound of a drawer opening downstairs catching her ears and distracting her from her father's thoughts. It sounded like it came from the kitchen. Biting her lip, Cupcake quietly turned and left her parents room, once more with Mr. Miggins at the ready. She made her way down the staircase, her footsteps echoing slightly in the empty mansion.

She reached the living room, poking her teddy bear's head around the corner. "Do you see anything Mr. Miggins?" she whispered, only to be greeted by Mr. Miggins' silence. She swallowed, slowly poking her own head around the corner to see that, much to her relief, the living room was empty and everything seemed to be where it should be.

Another drawer opening caught Cupcake's ears and she slowly turned from the living room and started towards the kitchen, holding Mr. Miggins close. As she neared the kitchen she heard a pony muttering to herself. She braced herself, summoning up her courage and holding even tighter to Mr. Miggins.

Cupcake finally entered the kitchen to find, much to her initial relief, her mother, dressed in her nightgown, sitting at the kitchen table with a glass of red wine and a salad.

"Oh hello sweetie," her mother said warmly, a strangely saccharine smile on her lips, which stood out in sharp contrast to her mother's rather reserved personality. Cupcake let out a breath.

"Momma you scared me," she said, trailing off slightly as she heard a mysterious voice ringing in her head.

_Why don't you just turn around and go back to bed little filly and let me eat in peace?_ the voice said, and Cupcake stared at the source, which was, strangely, her mother, whose expression had soured slightly.

_You're not my mother,_ Cupcake thought uneasily, which only caused the imposter sitting at the kitchen table to raise her eyebrows ever so slightly, her smile evaporating.

_Clever little filly…_ came the imposter's thoughts, and she leaned back in the chair slightly.

"And how do you know I'm not your mother?" The imposter said aloud, arching an eyebrow.

"Your thoughts don't sound like hers," Cupcake said, clutching Mr. Miggins even tighter. The imposter sitting at the table nodded slightly, an impressed look on her face.

"Alright then. You got me," and with those words, the imposter shrugged slightly, her coat shifting from Cupcake's mother's light pink coat to a deep, navy blue. In addition to the change in color scheme, the imposter's coat was now covered in a layer of scales like those of a lizard and her eyes were now a strange, shimmering shade of yellow. Her mane had shifted to a rich crimson, and the nightgown she had been wearing had seemingly evaporated. Her body had become noticeably curvier and taller, the only thing that remaining the same as before was the horn on her head, which even then was noticeably longer now.

Cupcake stared at the pony/lizard hybrid before her in shock, and the creature chuckled slightly, her voice sounding like silk.

"Didn't expect that did you?" she asked, and Cupcake swallowed.

"Are you a mutant?" Cupcake asked, her initial shock now carrying with it a sense of curiosity. She had read about mutants and how they supposedly were gifted with all sorts of powers, and had often wondered herself if she was one. Now, a pony had just changed from her mother into something entirely different and strange without so much as a wink. Could this burglar be one as well?

The shapeshifter meanwhile, smiled slightly. "If that's what they call my type nowadays, then yes," she answered. "And let me guess, you're one too?"

"Um… I'm not sure," Cupcake answered shyly. She had never considered herself to be one, since her book made no mention of mind reading as something related to mind read. "C-Can I ask you a question?" she asked quietly and the pony raised an eyebrow.

"Really? What would that be?"

Cupcake swallowed slightly. "Well… why are you in my house?"

The pony's expression shifted slightly, becoming noticeably sterner. "Well… that's really not your business is it?"

Cupcake bit her lip slightly, looking down at the floor, "Well, this is my house…" she said, trying to sound as nice as possible to the stranger. The other pony's expression softened and she sighed slightly.

"Well, if you simply must know, I've come upon hard times, and I've been scrounging around lately, and just so happened to choose your wonderful little home as a place to try and find a nice place to sleep and maybe a bite to eat. Figured such an obviously wealthy family such as yours wouldn't miss a few trinkets or some food."

Cupcake looked up at the older pony, taking notice that, now that she was in her 'normal' form, she did in fact look rather thin for a pony her size. "Why are you doing that? Don't you have a home?" she asked innocently, only to see the other pony tense up slightly.

"Well...I _had_ a home," the pony finally spoke, her voice losing its self assuredness and instead sounding downtrodden.

"What happened?" Cupcake asked. The pony seemed nervous to answer the question and tried to skirt around it.

"Oh you don't want to know… trust me it's better that you don't…" the pony said, rubbing her foreleg slightly. Cupcake however, tilted her head slightly, the other pony's thoughts unexpectedly shifting from a consistent background noise, to sharp focus. She was then greeted by a barrage of vivid, and disturbing images.

She saw the pony, who now was identified as Fleur de Lis, running as fast as her hooves could carry her. Cupcake noticed that she was in her dark blue, scaled form, and, held close by and wrapped in a pastel pink magical aura, was what looked like a small, blue coated infant, which could be heard crying in fear. Behind Fleur, and coming up fast, was a large and angry group of diamond dogs and griffins, all looking like some sort of angry mob from an old monster movie. They threw rocks and stones at Fleur as hard as possible, occasionally finding their mark and giving the mare ugly bruises.

The mob all seemed to be shouting and screaming at the top of their lungs a wild series of vicious insults, usually using the words "monster", "freak" or "witch". As Fleur ran, Cupcake saw that the older mare was now trapped on a bridge. Fleur looked around in a panic, searching desperately for some way to escape from the mob. However, before Fleur had a chance to make a break for the other side of the bridge, a particularly large rock came careening into the side of Fleur's head, causing her magic to briefly short out. With a gut wrenching wail, the foal dropped out of Fleur's sight as the older mare stumbled forwards, following her child into the raging river below. The river carried Fleur quite aways, with her struggling against the river as it pulled her farther and farther from the village and the anguished cries of her child.

Cupcake took a step back in horror, the memory fading away as she did so, leaving only Fleur's thoughts on the matter.

_Are you happy that you know now?_ Fleur thought, looking at Cupcake sadly, her golden eyes watering. Obviously the memories had been ones she had been trying very hard to bury, as the mere thought of them seemed to make the once proud unicorn look vulnerable and lonely. Cupcake shook her head slowly, unable to comprehend how anyone could be so cruel.

"I'm so sorry, I shouldn't have done that," Cupcake quickly apologized, tears of her own forming in her eyes. Fleur looked away, her eyes somewhat distant.

"I guess I'll go now…don't want to burden you with my sorrows." she said, her voice now quiet and fragile, which was a sharp contrast to the in control and proud aura it had once carried. She sighed, standing up and turning to walk away. Cupcake however, frowned as she lifted a hoof.

"No wait!" she called out, just as Fleur had reached the kitchen door. Fleur stopped, looking over her shoulder back at Cupcake. Fleur raised an eyebrow slightly.

"What is it?" she asked, and Cupcake bit her lip slightly.

"Well… it's just that, I feel really sorry for you… about what happened to you in that town… and…"

"If you want to give me sympathy, I appreciate the thought, but sympathy is not going to feed me is it?" Fleur said with surprising coldness, causing Cupcake to look down at the ground.

"I was going to ask that you stay here…" Cupcake said, much to Fleur's visible surprise.

"Really? And why would you do that?" Fleur asked, raising an eyebrow in suspicion. "Why would you let a thief like me stay?"

Cupcake shrugged. "I guess...I just don't want to lose a friend I guess…" she said, rubbing her foreleg again.

Fleur said nothing, instead pondering over what the filly had said. In all her years, she had only called a very select group of ponies 'friend'. All of them were dead, the years having taken them while they left Fleur untouched, leaving her alone in the world. Now, here was a filly who now probably knew everything about Fleur, everything Fleur had done and said, and still wished to be friends with her. No prejudice, no ulterior motive, no ace hidden up their sleeve to use as blackmail. Just a filly who felt alone in the world, and simply wished to have company. Against her own better judgment, Fleur stepped away from the door slightly.

"You really think of me as a friend?" she asked, and Cupcake nodded.

"Ye-yeah… I do…" she said, smiling slightly.

Fleur simply stared, her lower lip quivering slightly as she tried to process the openness of the filly before her. "But why?" she finally questioned, sitting down slowly. "Why am I friend to you? I haven't done anything that deserves your friendship. I broke into your home, stole your food...and yet you still are willing to call me a friend? Why?"

Cupcake hesitated for a moment, before finally speaking. "Well… my mama always told me to treat ponies as you would like them to treat you…. no matter what."

Fleur couldn't help but feel her heart warm at the acceptance of the young filly. She opened her mouth to speak, only to have a loud yawn cut her off. In a panic, she instantly shifted to the most innocuous form she could think of, which in this case was her white unicorn form, only as a filly. She quickly darted as fast as she could underneath the kitchen table, just as a middle aged, light pink unicorn mare shuffled into the room, her eyes heavy with sleep.

"blergh...Cupcake? What are you doing here? I thought I heard voices?" the mare asked, yawning as she did so. Fleur could hear Cupcake stammering slightly.

"Oh it was nothing Mama… just the television…" the filly could be heard saying, and Fleur rolled her eyes at the bald-faced lie. Apparently the mother didn't believe the lie either.

"Cupcake there's no TV at this hour, it's three in the morning...what are you doing up this late and who were you talking to?" Cupcake's mother asked, and Cupcake could be heard stammering again, apparently backed into a corner. The mother's next words only managed to cause Fleur's heart rate to shift from a brisk canter to a full on gallop.

"Why do you keep looking at the table Cupcake? Is there something under there?" came the mother's voice and Fleur watched as the light pink hooves walked up to the table. Fleur's paranoia went into overdrive, and she closed her eyes as she began to worry what would happen once she was discovered. The mother would probably send her out of the house without so much as a second thought, treating her like nothing more than a street child or worse.

"Oh my..." the mother said in surprise, and Fleur opened her eyes to see the pink unicorn looking at her with tired eyes. "What is this filly doing under the table?" she asked, glancing back at Cupcake, who bit her lip.

"Well… I heard some noise downstairs and found her… she told me she was homeless mama..." Cupcake finally said, and Fleur watched in silent fear as the older mare looked back at her.

"You're homeless?" Cupcake's mother asked, and Fleur nodded ever so slightly, hoping to at least play the sympathy route. Cupcake's mother nodded slightly, before a thin smile came across her dour face. "Well then come out from under there," she said, extending a hoof towards Fleur. Fleur looked at the hoof, saying nothing, her mind more occupied with a possible escape plan than with returning the favor.

"Don't worry, I'm not going to hurt you..." Cupcake's mother said, gently taking Fleur's hoof and edging her out from underneath the table.

"Why you look so thin," Cupcake's mother said. "And filthy too," she added, wiping some dirt off of Fleur's coat. Fleur looked down, only now realizing how dirty she must have looked, as she only just remembered not having had a bath ever since she escaped the village.

"We're going to give you a bath. Would you like that?" Cupcake's mother asked, looking down at Fleur sympathetically. Fleur looked over to Cupcake, who simply looked up at her mother with equal surprise, apparently neither of them expecting Cupcake's mother to be so inviting. Fleur looked back at Cupcake's mother, before slowly nodding meekly.

"Um… th-that'd be nice…" she said, and Cupcake's mother nodded.

"Alright then. Cupcake, let's take your friend and get her clean shall we?"

Fleur allowed herself to be scooped up and gently placed on Cupcake's mother's back, along with Cupcake herself, who had an expression of joyful surprise as the older mare quietly trotted out of the kitchen.

/

Now over the course of her long life, Fleur had met many, many types of ponies, and had been in many situations that most would probably call strange or dangerous. But never in her life had she seen a mare who, less than twenty minutes before was most likely sleeping go from barely half-awake to fully engaging and awake so fast. On top of that, it had been quite some time since she was in a tub of this size, much less one with warm water.

"Now just focus on getting warm and clean dearie, and I'll go and get some food whipped up in a jiffy," Cupcake's mother said, starting towards the bathroom door. "And Cupcake could you be a dear and wake your father up and tell him to get a guest room made."

"Of course mommy!" Cupcake said excitedly, obviously joyful that her mother was taking this so well. Cupcake's mother nodded, giving the pair of fillies a warm smile.

"Thank you darling. Now, I'll be right back with the food alright?" And with that Cupcakes mom left to prepare food.

This left the two fillies alone, with Fleur saying nothing at first, simply adjusting to the feeling of soaking in the warm water. A small smile crossed her face and she turned to face Cupcake, who was already almost out the bathroom door. "Cupcake, before you go, I just want to tell you something,"

Cupcake stopped and turned. "Yeah Fleur?"

"I just want to say that you're family is the kindest I've ever met. I've heard lots of ponies talk about treating others kindly, but your family is one of the few that I have encountered that practices what they preach."

"Thank you Fleur," Cupcake answered with a smile. "But before I go waking up my Daddy, can I ask you one more question."

Fleur shrugged slightly. "I guess so… no reason for me to say no right?" she answered, sitting up slightly in the warm bathtub. "Now, what is your question?"

"Well," Cupcake began, once more rubbing her foreleg. "When I was in your head, I saw a lot of things…"

"And?" Fleur asked, curious as what the filly was going to ask now.

"Well, I just wanted to say I'm really sorry… I shouldn't have done that," Cupcake said.

"No, it's not your fault… you're only a filly… fillies are always curious. It's in your nature," Fleur said quietly, idly watching the rubber bath toys float by. Unexpectedly, she felt herself wrapped in a warm embrace, and she turned to see Cupcake giving her a tight hug.

"What are you doing?" Fleur asked, tensing up slightly at the sudden sign of affection.

"Giving you a hug," Cupcake replied. "I don't want my new friend to be sad."

Fleur smiled slightly, allowing herself to relax and accept the hug. Just as Fleur was about to try and return the hug however, Cupcake stood up.

"Oh wait! I forgot I gotta wake Daddy up!" she said, letting Fleur go and starting to the door. "I'll be right back!" she shouted, closing the door behind her.

And thus Fleur was left alone with her thoughts as she sat in the tub. Once she was sure she was alone, she shifted back to her normal blue skinned form, relaxing her muscles as she ran through the events of the past few hours in her mind. She also noticed a rubber ducky come floating by. She idly lifted a hoof out of the water and gently squeezed it, producing a high pitched squeak from the toy. Upon hearing the sound, a tired, yet content smile appeared on Fleur's face.

"I guess you're never too old for these…" she chuckled, as she shifted back to her white unicorn filly form and began to idly play with the rubber ducky.


	3. Act I - 03 - The Path We're Riding

_**Act I: **_

_**"In the Beginning"**_

_**Chapter Three:**_

_**"The Path We're Riding"**_

Fleur stared at her plate, licking her lips at the sight of the large, fluffy chocolate chip pancakes. She was about to reach out and gobble them up when the pastel pink unicorn across from her spoke up.

"So, Fleur, how's the last couple weeks been?" Eleanor asked as she levitated the syrup over and poured some on Fleur's pancakes. Fleur looked towards Eleanor, subconsciously preparing her 'innocent filly' voice before speaking.

"They've been just fine, Mrs. Silverho-" She stopped herself mid sentence, unsure if the correction was from genuine affection or just an act. "I mean... Mom," she answered, reminding herself to use the term "mother" or "mom" instead of their full names. She was supposed to be playing the innocent adoptee, so acting her age was most unadvised. "Thanks again for letting me stay here."

"Think nothing of it," Alkanet said, still reading his newspaper. "Doing good for others is always its own reward." he added, and Eleanor nodded in agreement as she went about preparing another plate of pancakes.

"Fleur, dearie, can you please go and wake your sister? It's going to be school in about an hour and I want her to be ready." Eleanor asked, and Fleur looked up from her pancakes and nodded, more to stay in character than anything else.

"Alright, Mother," she said, hopping out of her chair and trotting out of the dining room.

As she rounded a corner, and, once she knew she was alone, the deceptive mare casually shifted back to her naturally scaly blue coated form. She knew all too well that staying very long in a single form would lead to a headache, so she was sure to shift back to normal whenever possible. Of course, she still wasn't entirely sure how the Silverhoof's would react if they saw her like this, so she was sure to only ever do it when she was one hundred percent sure she was alone.

_Last thing I need is a panicked rich family on my hooves…_ she thought worriedly, slinking up the stairs and to Cupcake's room. She leaned up against the door, and she could hear the sound of pop music coming from inside.

"Go away," came the meek voice inside that Fleur recognized as Cupcake's.

"Cupcake?" She knocked on the door lightly "It's me Fleur," Fleur said as gently as possible, taking notice of the somewhat sad tone in the young filly's voice. "What's the matter?"

"It's all too loud," came Cupcake's response in a hurt and vulnerable voice. Fleur furrowed her brow slightly.

"Loud? What do you mean too loud? The music?" she asked, already tinkering with the doorknob and picking the lock with one of her hair pins.

"No...the thoughts," came Cupcake's response, almost sounding like a cry now. Fleur felt a pain of sympathy for the younger filly, if only because of the sheer pitifulness in her voice. She managed to unlock the door and open it slowly. She could have sworn she heard something burrow along the bed and toss a pillow towards the door, and Fleur peaked in to see a large, conspicuous lump on the bed. The music was much louder now, and with a slight look of irritation, Fleur lifted the needle off the record, causing the music to cut off mid-verse.

"Cupcake, I know you're under the covers," Fleur said, shooing away the cat that had been sleeping on the bed gently and sitting in its place. "Do you…" she hesitated, being somewhat alien to the advent of comforting others. "Do you want to talk about it?"

There was a long pause, before the lump in the sheets shifted and Cupcake poked her head out from underneath, her eyes dominated by the two heavy bags underneath and her mane a horrid tangle of pink. She slowly slid towards Fleur and leaned against her.

"I can still hear everypony's thoughts…" she groaned, emphasizing her words by pulling on her ears with her hooves as if to cover them. "I barely had any sleep last night and I have such a headache now." she burrowed her head into Fleur and the older mare tensed slightly.

She wasn't exactly used to having such obvious, unrequited affection poured on her, not even from one of her many past lovers. It felt awkward to have the little filly begging for comfort, especially when Fleur herself knew she wasn't the best pony to refer to in times of trouble. However, she also knew full well of how vile some ponies' minds could be. To be stuck hearing every thought around you, without anyway to filter them out would be a difficult experience for an adult, let alone a filly who seemed no older than twelve. She felt her mothering instinct returning, as the little filly, with her blue coat and sad eyes, only managed to bring back memories of Fleur own lost child. Despite herself, she found her embracing Cupcake warmly.

"Do you want me to help you try and stop that?" Fleur offered gently, gently tipping Cupcake's head upwards so she could look the filly in the eye. Cupcake raised her eyebrows ever so slightly, moving a hoof to wipe her tears away from her violet eyes, begging for help.

"Y-You can do that?" she asked, swallowing and sniffling slightly.

Fleur shrugged slightly. "I can try at least," she said, shifting on the bed slightly. "Have you tried focusing on just one sound?" she asked, and Cupcake looked over towards the record player.

"Well...I hear music to try and drown out everything else." Cupcake said, rubbing a foreleg self consciously. "But lately, it just isn't helping like it used to, I mean," she sniffled back some of the tears. "It does sometimes...but..."

"Have you tried focusing like I suggested?" Fleur asked, recalling her suggestions to try and help Cupcake. Cupcake nodded slightly.

"Yeah I've tried, but when he's there picking on me, I can't focus and it makes it even worse."

"Who?!" Fleur asked incredulously, forgetting that she was not this filly's mother. "Who picks on you? Who and where?"

"My older cousin Crafty Crate," Cupcake replied, looking down at the ground. "Usually whenever there's a family reunion or when he bumps into me at school."

Fleur lowered her eyebrows. "Is that so?" she asked, rubbing her chin as a plan came to her mind.

"Yeah huh," Cupcake replied. "And no matter what I do, he always gets me."

"Well," Fleur said, looking down and giving Cupcake her best comforting smile. "Guess what?"

"What?" Cupcake asked, her expression intreating.

"Take heart that I'm going to make sure that this...Crafty Crate doesn't bother you anymore," Fleur declared with great resolve filling her voice. "Since you and I are going to the same school, I'll stick around and make sure that _nopony_, cousin or not, bullies you while I'm around."

"Really?" Cupcake asked, her eyes widening slightly. "You… you mean it?"

"Of course! What do you suppose sisters are for?" Fleur answered, giving Cupcake a tight hug. "Now then, get downstairs before I eat your pancakes for you."

Cupcake's eyes widened. "Pancakes? Really?!"

Fleur nodded, giving Cupcake a sly grin. "Yeah...with chocolate chips and syrup and everything. I had to fight with all my might to make sure I didn't eat them all…" she then looked up at the ceiling with a smile on her face. "Who knows how long I can keep myself from it…"

"I won't let you do that to my syrupy goodness!" Cupcake giggled, and with that hopped off the bed, seemingly forgetting her previous woe. Fleur in the meantime, began to straighten the filly's sheets, and couldn't help but feel a warm and satisfied smile creep upon her muzzle. For good and for bad, that filly named Cupcake was under her protection, and she was proud to admit that.

"What was all that about?" came the voice and head of Alkanet, peaking around the corner into her daughter's room. Within a flash, Fleur was in her filly form, with Alkanet apparently none the wiser.

"Oh nothing, just reminding Cupcake that I'll be at school with her so she has nothing to worry about, Dad," she answered truthfully.

"Oh…" Alkanet responded, smiling slightly. "Well... thank you for that. Poor dear has anxiety problems something fierce, " He continued, before trailing off as he fiddled with his tie, "And could you be a dear again and help me with this confounded thing."

"Sure thing, Dad." Fleur replied, her horn alight.

/

Now this wasn't the first time that Fleur had pulled "the young filly" stunt. She had lived quite a long time, and over the years, would occasionally wax nostalgic about the simpler life of a child, not to mention the free room and board that came with it. As such, she had often attended a school while in disguise, and the one thing that never seemed to change, no matter the country or the species, was the ritual of greeting the new kid. From the teacher who is happy to see a new face, to most of the class lost in their own thoughts and grunting noncommittal answers, to that one pony who swore to be your lifelong enemy, if only to be the counter for the other who wished to be your lifelong friend.

_The more things changed, the more they all stayed same,_ she thought idly, looking over the classroom as the teacher continued introducing her.

"...and I hope you will all be very nice to young Miss Silverhoof, and do your very best to make her feel extra welcome, alright?"

"Yes Misses B." came the droning response of the students. The teacher nodded and looked at Fleur.

"Now, Fleur honey, until we rearrange the seats, you can take the empty desk near the door, is that alright with you?" she asked, and Fleur nodded.

"Yes, that will be fine, Mrs. B." she answered, making sure to maintain her childhood aura.

"Okay then!" Mrs. B said, clasping her hooves together. "Now, will everypony open your math books to page 282?"

/

Cupcake sat at her usual table, eating her usual lunch food, in her usual way. The only difference was the smile on her face, which stood out in sharp contrast to her normally introverted personality. Across from her, Fleur sat eating her food as well.

"So," Cupcake spoke up, looking at Fleur. "How's your first day going?"

"Its school, hasn't changed much since the last time I went through it," Fleur nonchalantly answered as she took a bite from the food. She grimaced slightly. "And I guess that the quality of school food hadn't changed all that much either I'm afraid…" she added with a mutter.

"Last time?" Cupcake asked, causing Fleur to raise an eyebrow. Cupcake thought for a moment, before her face lit up in recognition. "Oh, right! Sorry. I forgot how old you really are." she said, looking back at her food and continuing to eat, her expression much more serious than before. She held her tongue for a moment, wondering if she should really continue the line of questioning. It wasn't a long battle though, as childlike curiosity won over proper edicate within moments.

"Just how old are you?" Cupcake found herself asking, and Fleur gave her a rather surprised look.

"Cupcake, you should never ask a mare her age, it isn't polite," Fleur answered. Cupcake bit her lip slightly, looking away.

"Sorry…"she murmured, only to have Fleur give her a slight snicker in return.

"Oh don't worry, like I said, you're a filly. I suppose though that there's no real harm in telling you," she said, before tapping her chin slightly. "If my memory serves me correctly, I will be around five hundred years of age come next Tuesday," she said, puffing her chest out ever so slightly. Cupcake stared at her for a moment, her eyes wide.

"_Around?_" Cupcake finally said, and she couldn't help but feel her voice elevate to a noticeably more shocked sounding cadence at the information.

Fleur nodded. "Somewhere around there, yes," she continued, idly poking her food with a fork. "But many of my earlier memories are either very vague or lost to me...I guess memory is funny that way."

Cupcake raised her eyebrows slightly, her curiosity beckoning her to continue. "Really? Do you remember your parents?" she asked innocently, and Fleur bit her lip slightly, her expression souring to match.

"I never really knew my mother," Fleur stated simply, poking the food a little more sternly. "I was raised by my father till I was twenty or so, and I left because I did not want to put up with his mushroom habit."

"Mushroom habit?" Cupcake asked, tilting her head. Fleur nodded.

"Yeah, he had a habit of eating ones that made him…" she hesitated, her eyes drifting about for a moment. "Absent minded to say the least. Very good wizard though, I'll give him that," she then added, scooping some food into her mouth and chewing tersely.

"Wizard? Like in the books?" Cupcake asked, surprised that something that was supposedly only existing in fantasy had apparently once been real. Fleur nodded.

"He was known as Raistlin the Red," she said, swallowing her food and looking down at it with disdain. "But, like I said, regardless of his magical prowess, mushrooms were his first love. I guess history doesn't look fondly on the empty headed…." she trailed off, obviously not wanting to continue the tangent. Cupcake nodded slightly, scooping some of her own food off the plate.

"Sorry for asking...I really shouldn't have." she said, and Fleur shrugged.

"Not your fault. I've had this conversation quite a few times. I guess it's not everyday a psychic twelve year old meets a five hundred year old shapeshifter is it?" she answered with a slight smile. Cupcake shrugged slightly herself.

"No I guess not…" she said, chewing on her food quietly, wondering what to talk about next. However, her thoughts of conversation died when a familiar cloud of cruel, abusive and dullard foreign thoughts came rolling into her brain. Cupcake's good mood instantly deflated, as she knew that brain pattern very, very, well.

"Well... if it isn't the nervous nelly Cupcake herself," a gruff and unwelcome voice sneered, and Cupcake saw a large shadow loom over her. She closed her eyes tightly, trying to focus on something other than whatever horrors Crafty Crate might have had in store for her.

"And would'ja lookie here! She even has friend!" Crafty laughed, sitting down next to Cupcake and looking at Fleur with a sarcastic expression. "So tell me, nervous nelly Cupcake, how much of your allowance she set ya back, eh?" he asked, putting his huge arm around Cupcake and forcefully pulling her into a very one sided half-hug.

"What? No, she's… I mean…." Cupcake could only stammer as her mental focus waivered letting in all the random thoughts and images come flooding into her brain, quickly overloading her. It felt as someone was drilling a knife into her skull, while simultaneously forcing her right next to an amplifier at the loudest rock concert ever. She honestly wanted nothing more than to crawl into a corner or under the table, curl into a ball and cry. In fact, tears had already begun to bubble in her eyes when she caught Fleur looking at Crafty with an incredible sternness.

"Its okay, Cupcake," Fleur said, her voice strong and resolute. "Your sister's got this," she said as she rose up from her seat and walked over, leaning into Crafty Crate's face. "Big colt, picking on a filly. Exactly who do you think you are?" she asked, leaning even closer so that she was mere inches from him.

Crafty Crate meanwhile, eyed Fleur with bemusement, arching an eyebrow and sneering. "Names Crafty Crate. What's it to ya?"

Fleur nodded slightly. "Crafty Crate... as in Cupcake's cousin Crafty Crate?"

Crafty Crate nodded slightly in return, his expression changing to one of mild irritation. "Yeah, that's right. Like I asked, what's it to ya?"

A sly, conniving smile slowly spread across Fleur's face. "Well Mr. Crate, since you seem to be a slow colt, I, Fleur Silverhoof, her older sister, am going to introduce you to a whole new world of horror."

There was a pause as Crafty Crate and Fleur stared at each other, before Crafty let out a bellowing laugh.

"You? Scare me?! You've gots to be joking!" he cackled, a huge grin on his face. Fleur simply nodded.

"That's quite right, Mr. Crate," she answered, her voice dropping at least three octaves to resemble some sort of horror movie monster. "Quite right indeed," and with that, she shifted into a large, black dog, with eyes glowing bright red. She let out a low growl and lunged towards him, barking wildly. Crafty's eyes widened to the size of dinner plates and he practically rocketed out of the chair, turning tail and flying away as fast as his wings could carry him. The giant black dog, however, smiled smugly and shifted back to once more resemble Fleur, and she primped her mane and puffed out her chest. All around, several students looked towards Fleur with quizzical expressions, only to be met with Fleur eyeing them venomously. The others all quickly refocused their attention elsewhere, obviously not wanting to run afoul of Fleur.

"And that, my dear, sweet Cupcake, is how you deal with bullies," she said, taking her seat next to Cupcake, who looked at her with equally wide eyes. The young filly managed to catch of what was going on in Fleur's mind, and felt herself feel just a little better at the reaffirmation that Fleur did in fact, genuinely see herself as Cupcake's sister.

"Thank you, Fleur," she said, pulling Fleur into a hug, with a smile she would wear for the rest of the day.

/

**Four years later...**

"Rise and shine!" Came a voice, giving Carrot a sharp nudge in his shoulder. Carrot let out a groan of disapproval. His head felt as it had been crushed in a vice, and the rest of his body felt as if it were made of melting wax. His eyes slowly looked around, finding himself in a dark room, with the only light coming from an old, worn out light bulb hanging from the ceiling, providing an ugly mustard yellow lighting. Looming over him, with a calm and contented smile on his face, was General Gustav.

"And how are we feeling this fine morning?" The griffin asked, giving Carrot a large, toothy grin that, if Carrot didn't know better, would have been seen as inviting. Carrot simply glared hatefully at his tormentor, who let out a long sigh.

"Alright then, not really open to talking are we?" Gustav muttered, shaking his head. "Shame, since I had hoped I could teach you to do great things with your powers, but alas, you seem dead set on not cooperating with me."

"You killed my mother!" Carrot hissed, before swinging a hoof towards Gustav, which Gustav simply halted mid swing by grabbing it with his talons. He then twisted Carrot's foreleg painfully, and the colt bowed over in pain.

"You ponies are all the same. So obsessed with temporal attachments," Gustav muttered, shoving Carrot to the floor. "I killed _my_ mother too, but you don't hear me constantly whining and crying about it like some weak housewife." he then turned towards the doorway. "Now, I'll be back in an hour or so with a friend of mine, and then we three will have a nice long discussion about your abilities. Regardless of your willingness to cooperate."

And with that, the griffin left the room, closing the heavy door behind him and leaving Carrot alone. Carrot let out a pained groan and rubbed his sore arm. As he looked around the room, a part of him wished that the past several weeks had just been a terrible dream, something that he would wake up from and find himself back in his room, the smell of his mother's cooking wafting from downstairs, calling for him to come and eat. But alas, as much as he wished that this was all a dream, every day he was reminded, in one way or another, that this was very much real.

The next hour passed slowly, with the steady ticking of the clock on the wall being the only indicator of time passing. Carrot had now made due with quietly huddling himself in the corner, fearing what Gustav had planned for him. He wondered if it would include some kind of torture, most likely involving needles, knives, and Carrot strapped to a table.

The sound of the door opening across the room caught his attention, and Carrot backed away in a panic. Standing in the doorway was a figure who stalked towards him, slowly and deliberately. It didn't look like a griffin, since it was smaller and lacked the beak and claws. It had red glowing eyes, and its body seemed to be made out of black clouds that billowed behind the spectre, which cornered Carrot into the corner of the room. By now, the colt was quivering in fear, terrified as to what the monster might have in store for him.

"P-please, lea-leave me alone!" he whimpered, waiving his hoofs in a panic, which only caused the light bulb on the ceiling to swing around wildly, throwing shadows around the room. The monster leaned in close, reaching out a black cloaked hoof.

"No please don't hurt me!" Carrot cried out, closing his eyes tight and curling up in a ball.

"Hurt you? Why would a mother ever hurt her son?" Came his mother's silken voice. Carrot felt a hoof gently wipe away a tear from his cheek and he opened his eyes to see his mother, standing in the place of the black demon of before.

"M-Mother?!" Carrot stammered, his eyes wide in complete shock. "Wh-what are yo-you do-doing here?"

His mother smiled warmly at him. "I've come to keep you company," she cooed, gently pulling him into a hug. Carrot looked around in confusion, looking for the monster that had been attempting to harm him only moments before, but no matter how many times he turned his little head, the room was just as empty and stark as before, with the door left wide open.

"Now calm down, dearie," his mother said, bringing a familiar feeling of belonging back to the frightened foal, gently stroking him to calm him down. "I'm here, and I'm not going to leave you."

The words of comfort, coupled with the warmth of the hug, felt like a tepid balm to the small orange child, and he returned the hug as tightly as his little arms would let him, letting out a long stream of tears. "Mommy I thought you were dead!" he cried, clutching her tightly. As he did so however, he felt an odd chill run through her and she started to melt like wax in his hooves, slowly dripping away and collapsing around him. He had barely a second to take any of this in when the voice of Gustav caught his ears.

"Did you like that Carrot?" Gustav inquired, his thick griffin accent fowling the loving moment between mare and son, as he stood in the doorway with another, shorter and stouter griffin who wore a white lab coat. Carrot looked over at Gustav in confusion, unable to wrap his mind around what had just happened.

"Wh-what happened?" he stammered, voicing the first thought that had come to his head.

Gustav walked over slowly and methodically in response. "Whatever do you mean, Fohlen? Your mother came to visit you. Why so confused?" He feigned ignorance with a sadistic grin across his beak. "Didn't you enjoy the feeling of her embrace? The warmth of her touch? Her soft voice, comforting you in your darkest hour?" Gustav asked, coming to a stop in front of the stunned Carrot, who simply looked up at him with a broken and empty expression.

"It wasn't real," the colt murmured, looking directly into Gustav's eyes.

Gustav sighed slightly. "But it made you feel better, did it not? Is that not that the important part?" he leaned down so that he was at eye level with Carrot, the child's expression gaining hateful momentum with each passing moment. "Anyways, who actually cares that it wasn't real?" he asked, only to have Carrot punch him in the face. The light bulb above them mimicked Carrot's motions, swinging widely to the left, as if it were attached to Carrot's hoof by an invisible cable.

"I CARE!" The colt cried, his voice tight in rage. Gustav exhaled forcefully, his golden eyes losing any semblance of kindness they might have once had as he looked down upon his new ward with nothing but disdain. He then greeted Carrot with a slap across the face so violent, that it caused Carrot to go sprawling onto the floor unconscious.

"Insolent whelp," Gustav hissed, standing up and turning towards the other griffin and straightening out his uniform. "As you can see, Dr. Eno, Subject M has been most uncooperative," he said calmly, walking over to the other griffin. "He is an awfully independent little upstart, so I would advise you to be careful around him," as he spoke, he looked up to the light bulb, which still swung around as if it had just been struck with something. "Also, be sure to never have any metal in the room. His powers make it so that it can easily be wielded against you. Make sure everything is either wood or plastic. Understand?"

"Yes," Dr. Eno replied, rubbing the bottom of his beak. "Especially when compared to your other pet project. She at least wasn't as _obviously_ violent."

"Well, that's because _she_ was half-dead from blood loss, mein Doktor," Gustav was quick to reply, giving Eno an accusing glance. "But yes, even discounting her physical injuries, her mind was weak. This little imp is quite strong. But we'll deal with it…" he looked over the young new prospect as a child would their present on Hearth's Warming eve. "In due time." he then walked past Dr. Eno and out the door. "Get him ready for the Ludovico treatment. Perhaps _that_ will do the trick."

"Yes," Dr. Eno replied, his voice low as he walked up to get a closer look at the unconscious colt, a disturbing smile crossing his face. "Yes it might…"

/

Carrot lay on the mat in the middle of the sterile white room. He stared at the opposite wall, completely silent. He could no longer be sure exactly how much time had passed since his internment here had begun. The only way to tell another day had dawned was that, each morning at exactly eight in the morning, Dr. Eno would arrive, bringing Carrot to a lonely, empty room where the colt was to spend the next four hours being put under all sorts of treatments and experiments. It had gotten to the point where he was no longer referred to by his name, but rather, by the number that was branded onto his foreleg.

By now, his sense of what was real and what was fake had eroded, having been blurred by Gustav's constant deceptions and mind games. The only things that Carrot knew was set in stone was his burning, volcanic hatred for the feathered freaks around him, and that his powers, which apparently only ever affected metal, were steadily growing in strength. In fact, as of the last few days, they had been particularly strong, and he had noticed that Gustav seemed to be looking rather ill as of late, frequently leaving a session early, rubbing his forehead and muttering in what sounded like pain. That was when Carrot began to carefully scheme within his cell whenever he had the chance, planning each and every new detail of his hopeful and eventual escape. For, if his assumptions were correct, and his powers were increasing in power, he might have the slimmest of chances for escape. And that hope was enough for him.

His ruminating was interrupted, however, when the door opened and in walked Gustav himself, dressed in his standard jet black uniform. This time, he was flanked by two grunts, eyes obscured by their helmets.

"Hello, Carrot, and how are you today?" Gustav asked with characteristic false kindness, taking a seat next to Carrot. Carrot noticed that as he sat down, he rubbed his head again, obviously once more irritated by whatever was causing his headaches. Carrot however, said nothing, simply looking towards Gustav with hatred. Gustav simply stared back, his expression souring.

"I see, the silent treatment again;" Gustav continued, rubbing his forehead briefly. "And here I thought you would have learned to not do that by now." He added with a sigh, before looking directly at Carrot with narrowed eyes. As if a switch had been flipped, Carrot felt the world shift and warp around him, sending hundreds of thousands of fiery embers to dance along his skin. His bones started to feel as if they were being crushed and ground into dust. Just when Carrot felt he couldn't withstand the pain anymore, something decidedly unexpected happened.

On the desk across the room, a radio let out a static filled wine before dying and several light bulbs spontaneously exploded, startling Gustav and causing the hellscape to evaporate. As for Carrot, he felt as if he had just had been injected with pure energy, and he knew that now was the time. With a quick flick of his wrist, he tore the weapons from the guards and, with a few quick flicks of his wrists, was quick to dispatch them.

Something was off, however, and as it dawned on him, the cowardly griffin known as Gustav Le Shaw had rounded the corner. Carrot gave chase after the source of all his pain and anguish, dead set on finally ending the monster's existence.

He ran as fast as his little legs could carry him, chasing after the man that ruined his life from within the prison and murdered his mother in cold blood years ago. As he continued to mow down any griffin that cared cross him, he felt no exhaustion and he did not tire. His rage fueled his body now, and no amount of hallways, stairs or idiot, scum guards was going to keep him from his bloody vengeance and the recompense that had only received the down payment of a chocolate coin.

Anger taking the place of adrenaline, he was soon instead greeted by the sight of Dr. Eno cowering behind a heavy oak desk, stuffing a bag full with gold bars, something that didn't surprise the young colt in the slightest.

"**Where is he?!**" Carrot seethed, pistol whipping the conniving doctor to stun him, then pinning Dr. Eno to the wall, still sitting upon metal chair and pointing the revolver hard at his skull.

"Wh-who?!" Dr. Eno cried, struggling against the chair that held him pinned to the wall.

"**WHO THE HELL DO YOU THINK?!**" He took a breath and wiped the spit from his muzzle. "**GUSTAV!**" Carrot barked, now disgusted at the griffons cowardice. "Tell me where he is right now or, **I SWEAR TO CELESTIA UP IN HEAVEN ABOVE THAT I WILL SHOOT YOUR DERANGED BRAINS OUT!**"

Dr. Eno looked around frantically, his breath coming in short, desperate pants. "Gu-Gustav? I-I d-don't know! P-pl-ease!" the meek scientist begged, slithering down to grovel at Carrot's, which only gave him less and less reason to leave the doctor alive every second.

"**YOU'RE LYING!**" Carrot announced fervently. Carrot threw the griffin across the room, his anger once again fueling his muscles. "**YOU KNOW EXACTLY WHERE HE IS! NOW TELL ME! TELL ME NOW, YOU GRIFFON SON OF A BITCH!**"

"No, no! I swear! Please, you have to believe me! All I know is that communications are down! Something to do with the sun!" Dr. Eno stammered.

Carrot narrowed his eyes. "Then where. Would. He. **_GO!?_**" he snarled, pushing against Dr. Eno with all his body weight.

"I told you, I do not know! Look in the desk! He must have a list of safe houses or something! Just please don't kill me!" Dr. Eno begged. Deep inside, Carrot felt a sick sense of satisfaction at seeing the griffin, who was almost twice his size, quivering and cowering away from him, blubbering like an infant. "Please! Have _mercy_!"

"Did you bastards give Peppermint mercy?! DID YOU SHOW _**ME**_ MERCY?!"

Dr. Eno gave Carrot a brief, deeply confused look. "Wh-who is Peppermint?" he asked, his voice quivered as he made increasingly pitiful blubbering sounds.

Carrot growled in disgust at who had once been so quick to torture him as a child, ensuring every last moment outside of his cell was a living hell. "Peppermint was… my… _mother_!"

"I… I… I'm sorry!" The griffin wailed, and Carrot took a step back. The griffin was scared of _him_. Carrot was finally in control of something, and it felt wonderful. With a look of cold satisfaction, he held the revolver up against Dr. Eno's head. "Please, I'll give you anything you want!" Dr. Eno fell to his knees and at Carrot's hooves, blubbering. "Just let me go."

Carrot felt a large, sadistic smile cross his face at the sight of the terrified creature. He looked to the desk and changed his psychotic grin to one of stern and steely resolve. "Thank you, mein Doktor," he whispered into Eno's ear, before pulling the trigger. "But I think the list will be enough."

The griffin's body jerked backward and went limp as it spilled to the floor in a pool of blood. Carrot ignored the carcass or the blood on his own body, though, instead electing to focus his attention on the locks holding the desk drawers shut. The locks were promptly rendered null and void and as Carrot tore through the open drawers like a hurricane, he concentrated on the lists and the maps, quickly scanning them, hoping to find some clue as to where Gustav might have disappeared to.

Carrot now had a goal.

He had a purpose.

Gustav le Shaw was going to die by his own hooves, and if anyone, be they pony or griffin tried to stop him, hinder him or get in his way, he'd dispatch them without a second thought. He had a taste of power, of being able to defeat an enemy. And nothing was going to take that feeling from him. He tucked the maps and lists he needed into a large leather briefcase, before quietly taking a lighter and setting the papers on the desk aflame, starting the seed of a greater inferno that began to take the entirety of the facility.

And as he left the burning corpse of the once great military installation behind him, a stern belief stood unwavering within the back of his mind.

Vengeance would be his if he had to rain all the fire and fury of Celestia upon Gustav Le Shaw to do it.


	4. Act I - 04 - Smoke on the Water

_**Act I:**_

_**"In the Beginning"**_

_**Chapter Four:**_

_**"Smoke on the Water"**_

**Smaugton, Wyremland, October 1968**

The thin, yellow stallion quietly stepped inside the pub, carefully scanning the exotic mix of multicolored dragons and he smiling at the blue scales of a young female drake on the other side of the room, trying to hide the fact that he was staring. He always did have a rather exotic taste in women, although his weakness had always been for sheer elegance of blue, backed by sheer power of will in general, no matter what species.

This was the place that an orange dragon named Cinder had sent him, and from all the signs, it looked to be that the hidden cache of silver and gold that Carrot Cake had told him of had been a well spent after all.

As he made his way to the bar stools, past the pool tables and through the decrepit stench of cheap cigars and bit store whiskey, he carried himself as if he were any other problem drinker out there, showing nothing that would give him away and even forcing a false, drunken stumble.

Carrot sat himself down upon the worn and torn cushion of a brown, wooden stool on the far side of the bar, before turning and quietly inspecting his surroundings. Crisp had told him that two griffins frequently visited this bar, so the skinny young stallion knew explicitly what to look for. Considering that every other patron of the bar was some sort of dragon, it would be relatively easy to spot a griffin, and if they weren't here, then he would need to have words once more with his informant.

A confident smile spread across his face as he spotted his targets, happy that he wouldn't need to waste time correcting his informant in the art of intelligence gathering. Sitting in the far corner of the bar, next to one of the windows, were a pair of griffins. One of them was a stocky fellow, evidently having grown very comfortable with his life in retirement and chatting quite adamantly with his companion, a taller, older individual who seemed much more noticeably reserved.

"Barkeep," Carrot called out, refusing to use the native accent of the land to blend in and waving over to a rather old and haggard looking dragon from the far side of the bar that had been polishing a shot glass far too large for pony consumption. "I'll have some Zap Apple Brandy."

The bronze drake nodded, reaching under the counter to pour a bottle of the rainbow colored liquid into the shot glass and sliding it over to the foreign visitor. Carrot took a sip, enjoying the incredibly sweet and sour kick of the guilty pleasure he had first come across in a small town in the valleys south of Canterlot.

"That all laddie?" the reptile asked as he reached back for his glassware. "Anthin' else, or would that be all, then?" the dragon asked, looking down at Carrot. As he took another sip from his fine liqueur, a thought traveled into his young mind as he glanced down to both the reasons he'd made his journey here.

"As a matter of fact," his thoughts began to race at mach speed as he answered and took a small, valuable gem from his pocket. "You can take this, Sir," the stranger then turned around to face each and everyone of the bar patrons. "And pour a round for everyone here!" he declared throughout the establishment. The patrons and bar tender all raised their eye ridges in sync, and the bartender crossed his arms.

"YEAH!"

The crowd's cheer echoed throughout the building as the near-golden old lizard busted out some of his finer whiskey and poured maybe a dozen shot glasses in a single precise and fluid motion.

"Alrighty then, lad," he then cupped his claws to his mouth. "DRINKS ON THA HOUSE THANKS TO THA BONNY BONEH FELLA, HERE!" he hollered, and the entire bar let out a second boisterous cheer.

Carrot however, kept his eyes focused on the two griffins, whose reactions were noticeably subdued.

Coolly and with trained confidence, he rose from his torn and tattered bar stool and moved over to a booth, close enough to be within earshot of his targets, but far enough away not to arouse any unwanted suspicion from where the two griffins were sitting, moving through the newly caused uproar like a wraith, only stopping to accept the well-meant gestures of a pat on his back or a ruffle of his mane. He sat at his new table calmly, listening as the two griffins discussed something in subdued, suspicious tones.

"I do not know, Eisenhardt," the elder one expressed, his eyes shifting from side to side as if Celestia herself were expected to bust through a wall. "I just have a bad feeling...as if we're being vachted," his voice carrying with it a sense of trepidation.

"Christoph," the younger one placed his talon upon his friend's shoulder. "You vorry too much. Ve're in a pub in Wyremland!" He moved his arms wide as if to show the whole nation. "No one vill be looking for us here," the other griffin, a stocky fellow said, patting the taller one on the back. "Ve are perfectly safe, trust me, Ich bin Arzt."

"That is vat you might think, Eisenhardt, but even still…" he took a deep breath as he looked down upon his alcohol. "I feel as though ve should err on the side of caution," the taller griffin replied, his voice much colder, more methodical, which meant he was less inclined to make a mistake. "That is all."

Upon hearing the names, Carrot pulled a notepad, flipping past the coins and notes of convenience until he'd found what he'd been searching for, an old and tattered slip of paper with several dozen names on it with several already crossed out. At the top of the page, in the native language of South Griffinheim, were the words "Personnel Roster".

Carrot carefully scanned the faded text, seeing if any of the names matched up to the names that had been spoken, already having a strong feeling but looking over it for absolute certainty. While he detested griffins as a species, he knew he couldn't simply kill all of them. After all, even he knew that not every single one was worthy of death, a deplorable and hideous race though they may have been.

A dark smile crossed his face as he spotted two names: Christoph and Eisenhardt, the Red Right Talons. Without saying a single word, he slowly, quietly and methodically rose up out of his seat and moved like the slow but sure wrath of Celestia herself towards his targets, feeling nothing but the sheer and unbridled desire for revenge.

"Good evening, friends!" he said, taking a seat at the pair's table. The two griffin's eyed him warily, noticing his seemingly slight accent and bandaged forelimb, but seeing no real reason to call attention to it, with the tall one seemingly choosing to keep his glance on the face of the young mustang before him.

"Why hello there, friend," the stocky griffin replied, his voice carrying the gruff and angular sound of Southern Griffinheim. "Vhat brings you here?" he asked, giving Carrot an amicable smile that only made Carrot feel more hateful.

"Well," Carrot began, controlling his heart rate with near impossible effort. "I am here to visit old acquaintances and teachers from home," he let on with a half truth as he pat his hoof on the back of the older griffin. "And I recognized you two fine fellows as my most favorite teachers."

Carrot felt no small amount of satisfaction at the sight of the two griffins growing more uneasy. The elder griffin, must have learned how to hide it, as his expression grew inquisitive, and he raised an intrigued eyebrow at the younger pony.

"Is zat right?" he asked, his claw now tapping his thigh rapidly, obviously at a loss as to where he's seen this young pup before. "And, pray tell, Mein Freund, vhere vas it dat ve have met?" he cooly continued, his voice growing darker in tone. "I do not remember teaching any classes, boy."

"Really?" Carrot asked, keeping his mind sharp with preparation and anticipation. He then nodded. "Because I certainly remember being taught at one of your schools," he raised his own eyebrow, now grinning with a smile of pure bloodlust. "I remember being one of your best students, as a matter of fact."

The two griffins exchanged a nervous glance, both worried and still very much uncertain who this supposed ghost from their past was.

The younger griffin calmed himself, electing not to attract any more attention than he already. "Well, I must say zat your accent does, indeed, ring a bell of sorts," he took another drink of his whiskey. "So tell me. Are you from Prospekt? And if so, vat vas it zat your parents did?"

"It's funny that you decided to ask that very question," Carrot chuckled slightly. "Yes actually, Mr. Christoph. I am indeed from Prospekt. But my family didn't exactly do anything of particular importance, really..."

"Enough of zese games, boy!" the younger and more impulsive of the two elder griffins declared as he took out a thick combat knife, his alcohol intake now corrupting his judgment. Carrot's eyes darted towards it, recognizing it as a Equestrian Civil War era blade. "Now, you vill tell Christoph and I how you know us, or you vill be a new skin decorating zee wall of zis bar!" the griffin growled.

"You both truly have no idea of whom you are dealing with," Carrot stated coolly, taking a deep breath to maintain his sense of control in the very tense situation. "Do you?"

"Should ve?" The dagger was raised closer to the orange stallions neck, the very tip now touching the jugular and barely kept from piercing his throat. Around them, several patrons had noticed the altercation and had begun to edge away, all giving Carrot and the two griffins strange, uneasy looks.

Carrot Cake's eyes flashed with a golden rage. "Oh, you definitely should," he instructed as the knife of the griffin flew backward and into the neck of the griffin that had dared to threaten him. The griffin let out a watery yelp as the blade planted itself into his jugular, his talons flying up to his neck in a futile effort to pull the knife out. Of course, by this time, the blood was flowing quite freely, and within a few seconds, he was slumped over the back of his chair, his neck feathers soaked in his own blood. He then mentally leveled the knife towards the temple of his next target. "Now, you're going to answer my question. And after you tell me where Shaw is, I am going-"

"To kill me, Boy?" the elder griffin finished as he took a drink of his whiskey. "Vell?" he asked, looking up at Carrot, who simply blinked in surprise.

"That was the idea, yes," Carrot answered back, nodding his head slightly. "Now, tell me everything you know and-"

"You vill make it end quickly?" the griffin asked, his eyes looking directly into Carrot's.

"Stop that," Carrot sneered, holding the knife even closer. "And you sound almost as if you…"

"Want to die?" they finished together. There was a long, strange moment between them, broken when the griffin shook his head.

"Boy, I think you gravely overestimate the animosity of those you hunt." he said, his voice growing heavy and burdensome. Carrot gritted his teeth. He didn't have time for the old griffin's ramblings.

"Don't play your games with me, _griffin_," he barked, slamming a hoof onto the table. "Do you _honestly_ expect me to let you go because you have no 'animosity'? Or to let you live?"

The griffin simply looked down to his drink as he continued to speak, his words carefully spaced. "I have been dying a little each and every day since I left the service of Gustav le Shaw," he then looked up into Carrot's eyes. The griffins' eyes were heavy and burdensome, as if they were the eyes of someone much, much older, and Carrot could have sworn that there were tears in the griffin's eyes. "To end me now vould be no less than a blessing, Mein Freund."

"What?" Carrot seethed, as the rage was boiling in his veins. How could this griffin, one of his tormentors, could possibly want to die by his own hooves? "You can't be serious." he said, shaking his head again.

The griffin slowly placed his head in his claws. "Ze zings I have done, the sins and ze red upon my name… veigh 'eavy on my soul, al because I had chosen to follow ze vill of a mad-griffin and a murderer."

"And what makes you think I'll believe you?" Carrot spat out, furious that any potential satisfaction from revenge was being foiled from the griffin's sudden feeling of regret.

"Freund, I vill not claim that I am cut from a finer cloth than my compatriot you just elegantly ended," he waved a talon towards the dead griffin slouched over the chair next to them. "Ze fact is that I could never bring myself to disobey a single order from a maniac," his voice began to drift off, growing more and more emotional as he spoke. "I see zem all, in my dreams. I see you, I see the other prisoners, all who suffered because of me," he looked back up to Carrot, letting out a heavy sigh and sitting up.

"I 'ave 'ad a revolver with but a single round in it under my pillow ever since before I left his service," the griffin took a final gulp of his whiskey. "I am under no delusions that I may atone for my sins, but if I can help bring an end to vatever it is he vants, zen I vill do it with nary a thought."

"What?" Carrot asked, completely unprepared for anything what the griffin had just said.

The griffin nodded. "I vill tell you vhere Gustav is, Freund, but on ze condition that you kill me."

"I…" Carrot Cake's thoughts began to race, a tremendous feeling of guilt pouring over him. This griffin was apparently remorseful, willing enough to tell Carrot whatever he wanted to know. But, regardless of any remorse, this griffin had still personally supervised five years worth of torment upon Carrot. And nothing this griffin had said could make Carrot forget that.

"Tell me," he said, looking back up at the griffin, who nodded slowly, a look of relief on his face.

"You vill find Gustav in the city of Las Pegasus, upon a vacht called ze Valkyrie."

Carrot nodded, leveling the knife up to the griffin's throat, "Thank you Christoph. Might I ask if you have any last words?"

The griffin simply shook his head. Carrot swallowed again, cleanly slipping the knife forward and into the throat of the griffin. As the blood flowed freely, Carrot pulled the knife out, cleaning it off and putting it in his saddle bag. As he did so, he couldn't help up wonder how the now deceased griffin's life would be like if he had never become involved with Gustav. However, Carrot shook his head.

_He was a griffin, Carrot. That should explain everything,_ he thought bitterly as he turned out of the bar. As he walked, he quietly crossed out the two names from the list, leaving only one name.

And the name was Shaw.

/

**Undisclosed location, Equestria, November 1968:**

The aggressive music continued to assault the griffin's ears, each harsh chord acting like a sledgehammer to his ear drums. He could barely hear the sound of a heavy metal door scraping against its hinges over the din, only for everything to suddenly become quiet.

"Rise and shine, Friedrich," a blinding light exploded across the griffin's field of vision as the burlap sack was unceremoniously yanked off his head, only managing to disorient the already deeply confused griffin.

As the griffin's vision slowly drifted into focus, he saw a dark lavender colored unicorn sitting in a small chair in front of him. He struggled to shake free, as he'd struggled for the past few days, but like all those other attempts, it was ultimately a fruitless endeavor. Friedrich was trapped.

The petite unicorn just stood there, emotionless, as the harsh light and heat from a lamp struck both them and the rusty table between them. The air was insufferably stale and heavy, and the temperature of the room made it feel as if he were in a pressure cooker.

"I can only imagine how uncomfortable you must feel right now," the unicorn projected, seemingly unfazed by either the humidity, nor the glare, nor the smell of sweat and griffin body odor. "Care to tell us what you know now?" she tilted her head slightly, an expectant look on her face.

Friedrich shook his head, still adjusting to the light and the lack of food or water he'd been given. "Go… to hell…"

The unicorn let out a mildly frustrated sigh, shaking her head slowly. "Can I be honest with you, Friedrich?" she asked, her tone hardening noticeably from the mildly amicable tone from before. The griffin watched as she stood up from the chair, slowly walked around him. "Is it okay if I call you Friedrich?"

He responded only with a glare, and he could barely manage that much.

"Alright then. I'm going to tell you this right now, my friend," the lavender agent walked across the room, placing no swagger in her step and simply walking with the obscenely cool confidence she must have developed over what was likely many years in this profession. "I am very, _very_ bad news. Especially for someone like you," she turned her head slightly, then continued facing the opposite direction. "I am not your friend, I am not your buddy, I am not here to hold your talon or sleep with you if you have a nightmare and I am most certainly_not_ here to help you. I'm here to _break_ you," she turned and looked him dead in the eyes. "Understand? And if you lie to me..." she paused, holding her hoof under his beak, and tilting his head up so that he could look her in the eyes. "I will not hesitate to hurt you. Do you understand me, Friedrich?"

The griffin growled slightly, his whole body tensing up. The unicorn however, just sighed, shaking her head as she started walking around the room again.

"I just trying to be honest here, Friedrich" she said, her tone growing softer, but still maintaining a sharp edge. "Just because I'm _willing_ to hurt you, doesn't mean I _want_ to hurt you. After all, _you_ decide how _you_ are treated here," she walked up and put her foreleg around him, seemingly paying no heed the soggy, sweaty feathers and the stench of an unwashed half bird. "If you are cooperative, then you will be put in a nice, comfortable cell, with books to read and nice air conditioning and music by Coltzart and Beethoofen and not forced to sit in this chair in this hot and sweaty room all day with the lights off and the door closed."

The unicorn sat down again in the chair in front of him, her eyes growing stern again. "But if you are uncooperative, then you'll be stuck here, in the dark, with that music playing all day long," she shifted slightly, adjusting her outfit slightly. "And we also know that, the longer you remain here, and the less willing you are to talk, the more likely I am to be forced to resort to methods that aren't..." she paused, looking down at her hooves as if inspecting them for flaws. "Gentle," she finally said, crossing her forelegs on the table and looking him directly in the eyes.

"You also know full well that I know that you know what we want to know. Now," she leaned in close, her eyes narrowing and horn glowing and somewhat impressed that she'd been able to say that in one go. "Tell me where Gustav la Grande le Shaw is or else I get..." she took a moment to try and find the right word. "_Feisty._"

The griffin narrowed his eyes hatefully. He might be handcuffed to a chair like some sort of common criminal, in a hot, sweaty room with stale air, but he was still a griffin. And not just any griffin, but a _Southern_ griffin. And that meant he would never, ever submit to some weak whelp of a unicorn. _Especially_ some catsuit garbed mare.

That was when she heard him mumble something, as if the past few days in this kind of captivity had placed such a drain on him that he couldn't even talk right. She knelt her head closer. "What was that?"

"Go fuck yourself," he hissed, before spitting at the unicorn, hitting her across her eyes and snout. She then looked back at him straight on, her eyes narrowing slightly and her expression becoming like steel.

"I really don't want to do this, but I _did_ warn you..." Although, she couldn't help but admit to herself that she would probably going to enjoy the following just a little bit.

The griffin was greeted with the pony slamming his head face first into the table, causing him to yelp out in pain. "Ah! You never start wiz ze head! It gets the memories all… how is it your Equestrian bitches say? 'fuzzy'?"

The unicorn, however, simply lit her horn and scowled at the griffin sitting across from her. In an instant, a rose aura enveloped the haggard griffin, wrapping him against the against the chair tightly and securely.

Just as the griffin was going growl another declaration of defiance, another pony, a dull looking pony wearing a pair of sunglasses appeared in the doorway.

"Hey, Widow," a somewhat staticky voice filled the air, drowning out the sound of the harsh breathing caused by the griffin prisoner. "There's a call from HQ for you. It has to do with le Shaw."

The agent's eyes darted towards the doorway, before she took a step back and nodded. "Alright then, Agent Blazer," she sighed as she answered. "I'll be right there." Releasing the griffin from her magic, she began walking towards the door, feeling a more than slight tinge of irritation that the insulting griffin was going to get away from her questioning. As she came to the doorway, she paused, turning to look at the griffin.

"Just remember, Friedrich. Everypony breaks. Its biology." She then cracked a small smile, "And I was a straight 'A' student." She then slammed the door shut, sending the griffin into darkness.

/

Twilight let out a long frustrated sigh, shaking her head in frustration. It had been two days since they had managed to capture Gustav's current second in command, and that meant two days of constant interrogation and questioning as to his superiors' whereabouts. Of course it didn't help that the griffin seemingly was dead set on _never_ revealing what he knew, so, here Twilight was, miles from home in a small and very modest N.E.I.G.H.S. base, trying to get the griffin to finally submit.

"He didn't talk?" the orange pony next to her asked, looking down on the shorter mare with his pitch black sunglasses.

"No Blaze, he didn't," she shook her head at the blue maned stallion. "I don't know why he's being so stubborn. I mean, does he _like _being locked in that room all day?"

"Well," her subordinate answered. "Maybe he's into that kind of thing," he offered as Twilight just stared at him, not at all happy about hearing his unique brand of comedy at the moment. "Sorry, bad joke."

Twilight just rolled her eyes at the current lieutenant in charge of the facility as she moved the still ringing phone to her ear. "Hello, this is Agent Black Widow. To whom am I speaking with?"

"Agent Widow," a stern voice responded back. "This is Director Armor."

Twilight smiled slightly, her brother's voice always somehow managing to bring a smile to her face, no matter how bad her day might be going. "Hey BBBFF, what's up?" she asked, knowing that, given their jobs, phone calls usually meant work.

"Well, there seems to have been an interesting development on the potential location of le Shaw," Shining said, and Twilight raised her eyebrows slightly.

"Really? Because Friedrich isn't cooperating at all," Twilight said, glaring towards the steel door across the room and remembering the unfinished business she had with the terrorist on the other side of the doors.

"Not surprising. Le Shaw takes special care on choosing his seconds," Shining replied tactfully. "But apparently, there _is_ a bread crumb trail indicating he might be operating in Las Pegasus."

Twilight asked, furrowing her brow slightly. "Interesting, because last bit of info we had placed him in the mountains of South Griffinheim. Why would he be in someplace as populated as Las Pegasus?"

"Intel wasn't clear on that one, although if I had to guess, it would probably be for the purpose of hiding in plain sight," Shining replied, the sound of shuffling papers reaching Twilight's ears. "At any rate Twi, the bread trail in question is Juggernaut,"

Twilight's eye widened slightly. "Juggernaut? The black market antiquities pony? What does he have to do with Le Shaw?" she asked, jotting down the information on a notepad as she spoke.

"That's the thing, we don't know," the director admitted. "All we've got is that Juggernaut was called to Las Pegasus, apparently to speak with somepony known only as 'Herald', which we know is an alias of le Shaw."

Twilight nodded, already looking at the map on the wall to see how far Le Shaw had traveled since his last sighed. Apparently, he'd been able to go from the mountains of central South Griffinheim, to Las Pegasus, Equestria, a journey of over two thousand miles. All in a relatively brief amount of time.

"So when do I leave?" Twilight asked, still studying the map.

"That depends," Shining Armor said, "Do you have a team ready?"

"Well, there's me, Spike and Steady Hooves. But I think that'll cover it," Twilight replied.

"Well, if you think they can handle it," he said, still uncertain as to whether or not it would be enough. "Then I'll send a C-130 to pick you all up," Shining replied.

Twilight nodded. "Don't worry Shiny, they can handle it. Just give the order and we'll be on our way."

Shining laughed. "That's my sis, always on top of her game," he let out a sigh. "I'm sending the word out now. Just remember," his voice then grew serious. "You have to move quickly. If le Shaw is anywhere near as slick as he's been in the past, it's very likely that he's already gotten wind of us spying on him. I don't want to lose him again. Understand?"

Twilight nodded, already sliding a door open to prepare her favored weapon, a simple pistol, for the upcoming mission. "Don't worry brother, unless he's somehow figured out teleportation or has bribed all of Las Pegasus, we'll get him," she answered calmly, checking the sight of the pistol as she did so. "Or my name isn't Twilight Velveteen Sparkle."

"All right then. Sounds like we have a plan, just…" he trailed off. "Just be safe, alright LSBFF?" Shining answered, his voice carrying with it a sense of concern. "Shaw's at least as dangerous as the Red Skull was and I don't want to have be the one that chokes up at your funeral."

Twilight smiled, cocking her gun, affectionately named 'Susan'. "Always, brother."

/

Agent Spike Pendragon was by no mean a lazy agent. In fact, he was probably one of the most dedicated and dauntless agents in all of N.E.I.G.H.S.. However, just because he was dedicated, didn't mean he didn't enjoy the times he was able to catch a few extra minutes of sleep. Yes the cot he was sleeping on right now wasn't exactly a soft, comfy mattress in a five star hotel, but it was still better than nothing, and that was enough for him.

"Up and at 'em Spike!" came a voice, followed by a sharp prod at Spike's side, causing him to bolt upright and accidentally roll off the cot and onto the floor.

"Bualadh craicinn!" he spat, shaking his head as he tried to get his bearings. He looked up to see Twilight standing over him, a bemused look on her face.

"Spike how many times have I said that I don't like it when you curse?"

Spike rolled his eyes. "Sorry Twilight, it's just that you startled me. Why'd you wake me up anyways?" he asked, getting up and stretching out slightly.

Twilight nodded, "Well, either way, get ready. Shiny's sending a Hercules over to pick us up and fly us to Las Pegasus."

"Really?" Spike said, raising an eyebrow playfully. "Has he finally listened to me about letting us have some fun for once?"

Twilight rolled her eyes, "No. And anyways, this job _is_ fun, and you know you love it."

Spike laughed, "Yeah, I know, but still. Always wanted to visit Las Pegasus. Can you blame a dragon for wanting to take a vacay?"

Twilight shook her head, "No, I can't. But in all seriousness, we've got intel that our so called 'Mastermind' is hiding out there. So get Steady Hooves up so we can get to it."

Spike nodded. "Sure thing Twi," he turned towards the cot across from him. "Hey, Steady Hooves, you up?"

"I'm moving, I'm moving," came the voice from under a nearby cot's sheets. Up popped a rather short looking pegasus with a messy mane. "So, we're heading to the jewel of the San Palomino Desert to stop some bad guy?"

Both Spike and Twilight nodded. "Seems to be the case," Spike said, getting up to start packing his bags.

"Well not just any bad guy Steady Hooves, but Gustav la Grand le Shaw. He's one of the top brass for South Griffinheim's secret police and their intelligence organization. Has links back to HYDRA as well."

Steady Hooves shook his head. "Damnit Twilight, I'm a doctor first and foremost, not a historian."

"Thanks Bones," Spike chuckled. Steady Hooves merely shot him a look as he got out of his cot.

"I thought I told you not to call me that," he grumbled, "_Adventures in Time and Space_ is better anyway."

Spike turned and glared at Steady Hooves, "_To Boldly Go_ is the best thing on television right now, admit it."

"Oh please… The Doc and his friends beat The Harmony and it's crew any day of the week."

That sent the pair into yet another of their characteristic debates on the merits science fiction television programs. All the while Twilight shook her head, a smile on her face.

"Come on guys, bury the hatchet. Let's get ready. The C-130 should be here within the hour."


	5. Act I - 05 - A Fire in the Sky

_**Act I:**_

_**"In the Beginning"**_

_**Chapter Five:**_

_**"A Fire in the Sky"**_

**Las Pegasus, November 1968:**

"_But it's alllllllll riiiight now,/In fact, it's a gas!/But, it's allllllll riiiiight now/Jumpin' Jack Flash-_"

"Spike, will you please turn that music down?" The car skidded to a halt, sending the gentlecolt in the back seat bouncing forward. "We are _trying_ to have a surveillance operation here, not a rave." Twilight commanded, giving Spike a glare. Spike gave her a disappointed look, before leaning forward and turning the music down.

"Better?" he asked, irritation creeping into his voice as he crossing his arms and raising an eye ridge. Twilight nodded.

"Much. Thank you, Spike." She replied, turning her attention back to the pair of binoculars she was holding and the Valkyrie Casino across the street. Through the binoculars, she could see dozens of ponies, milling about the entrance of the casino, all dressed in outfits that indicated either wealth or mob ties, though probably both for many of them. One pony in particular seemed to stand out from the rest, however.

He was a dark brown pegasus stallion, whose body seemed to be built like that of a brick wall. He had a sandy colored mane sticking out from underneath his well worn baseball cap. He carried himself with a gruff and disheveled aura, and seemed to actively shove others out of his way.

A sly grin spread across Twilight's face. "Well, hello there..." the agent mumbled with keen sense of satisfaction. "Gentlecolts?" she said, looking back at her two compatriots. "We have found our stallion!"

Spike turned to look out the window in the direction Twilight was looking, pulling out binoculars of his own. Spike raised an eye ridge.

"Who?" the drake tried to get a better view. "That big oaf in the baseball cap? The only one without a tux?" he asked, and Twilight nodded.

"That's the one. Seems like he's gotten a free ticket in there too…" she replied, trailing off somewhat as the oafish stallion was allowed entrance to the casino. The door closed, cutting off the view they had and instead replacing it with highly reflective glass.

"So...what's the plan?" Spike asked, setting his binoculars down and scanning the area around their car to make sure no one was watching. Twilight set her own binoculars down and leaned back in her seat, still keeping her eyes fixed on the bright lights of the casino. She furrowed her brow slightly, scanning the building for potential entrance ways. From what she could see, every entrance seemed well guarded, with rather obvious security guards standing by the door, checking every guest.

"We're going to infiltrate." She finally answered, leaning forward slightly to lean on the steering wheel slightly. She bit her lip slightly, organizing a plan in her head. "Me and Steady are going to go in. Spike, you stay here with the car, keeping watch."

"Why me? Why can't Steady guard the car?" Spike asked, raising an eye ridge. Twilight glanced towards Spike and then back towards the casino.

"It's because you're a dragon, Spike," she rolled her eyes, disappointed at him for needing it to be explained. "How many dragons do you see walking around outside of Wyremland? That aren't mercenaries?" She answered, looking towards Spike again. She noticed his expression grew somewhat downtrodden, and he crossed his arms, looking down at his feet. Twilight sighed, leaning back in her seat again.

"Look, Spike, trust me, you know that, in any other situation, I'd have you right there with me. But right now, we have to be as subtle as possible, and, unless we make up a story about you being some sort of ambassador from Wyremland they've never heard of, then it's very likely we're going to be found out and things will go downhill faster than a lead zeppelin," they both smiled.

"No, mommy," Steady Hoof began to say loudly, kicking in his sleep. "Don't put the fizzies in the root beer, it gives me a stomach ache"

There was a brief, awkward silence before Twilight opened her mouth again. "Anyways, if something _does_ go wrong with me and Steady, at least I know that you have a chance of getting out safely. Understand?"

Spike nodded, his expression still somewhat glum. "Yeah...I understand," he sighed, ironing out the wrinkles in his jacket. "Any idea what you and Steady's backstory is going to be?"

Twilight shrugged slightly. "I don't know yet. Probably something really simple."

"Guess I'll wake him up then?" Spike asked rhetorically, and Twilight nodded.

In the backseat, having been asleep for the past five or six minutes, was Steady Hoof. Twilight couldn't blame him for trying to catch a few winks, since he had been the one tasked with arranging the hotel room, the supplies and the car. He had been up since the night before, and was now apparently trying to catch up on his missing sleep.

Spike reached an arm around his chair, gently poking the sleeping pegasus. "Hey, Steady Hoof. Wake up dude." he said, and Steady Hoof groaned, shaking his head and dragging himself up from the seat.

"Blegh...what is it? Any breakthrough?" he asked, rubbing his eyes and blinking to clear away his sleepiness. Both Spike and Twilight nodded.

"Yes," Twilight said, refocusing her attention out the window. "Just saw our friend, Mr. Crate, step inside that casino over there." she said, motioning towards the Casino. Steady Hoof nodded.

"So what's the plan?" he asked.

"We infiltrate." Twilight answered. "You and me go in, Spike stays with the car. Sound good? Figure we try the married couple idea."

That was when his eyes burst wide open and showed an ear to ear grin, unbefitting of a stallion who'd only just then woken up from a several hour nap. "Absolutely… Misses Steady Hoof," even his voice could barely contain the joy of going through that classic plan once more, throwing his arm around his boss.

Twilight forced a smile, knowing that, by the end of it all, she may have regretted not taking along the dragon ambassador that nopony has ever heard of.

/

Twilight and Steady Hoof walked towards the casino, with Twilight in a simple black dress and Steady in a tuxedo.

"Alright, do you remember our cover?" Twilight whispered as they neared the entrance. Steady nodded.

"Of course. I'm an investor in steel mills, and I'm taking you, my beautiful darling wife, here to enjoy our anniversary in one of the suites upstairs." he answered smoothly, puffing his chest out slightly. Twilight let out a small sigh of relief.

"Excellent. Here's the security guard," she replied as they came to a stop in front of the sunglasses wearing earth pony stallion standing in front of them.

"State your business," the security guard stated bluntly, his eyebrows lowering as his head moved between the pair. Steady smiled smoothly, before clearing his throat slightly.

"Why hello there sir!" he said in a very convincing Trottingham accent, reaching into his tuxedo pocket and pulling out a small business card. "I am Steel Shimmer, and this wonderfully beautiful mare with me is my wife, Sunset Shimmer." he said, motioning towards Twilight, who couldn't help but allow her eyebrows to lower ever so slightly at the sound of her alias.

The security guard, meanwhile, looked down at the business card, studying it closely before handing it back to Steady Hoof. "Seems legit. You may enter." he stated gruffly, and Steady Hoof smiled.

"Thank you very much, my good friend." he said, slipping the card into his tuxedo and putting an arm around Twilight. "Come, my darling. Our evening awaits us,"

Twilight gave him a broad, shining smile and a peck on the cheek. "Oh, Steel, you spoil me," she tittered, intentionally making her voice sound as airy and empty headed as possible.

"Think nothing of it," Steady said, before striding into the casino. As soon as they stepped inside however, Twilight leaned in close to Steady Hoof.

"Sunset Shimmer? Seriously?" she whispered harshly. "We sound like a bad spy movie."

Steady gave her a smile. "Oh come on Twilight, think about it. We are, in fact, spies! Those kind of names are_perfect_ for our line of work!" His snickering trailed off slightly as Twilight deadpanned. "Besides, it's the perfect cover because no one will expect anypony with names that actually sound that much like they were from a bad spy movie to be real! It's the perfect cover!" Steady added, but Twilight maintained her glare.

Steady let his shoulders sag and his smile fade. "Alright, fine, so it wasn't the best name, but come on, it worked for what we needed. Do you have the two-way in your purse?" he asked, and Twilight nodded.

"Of course, _dearie_." she replied, putting an intentionally saccharine inflection on the last word. She reached into her purse with her magic, holding up the two-way radio. She slipped it back into her purse, and the pair entered the main area of the casino. _I feel like I'm in Get Smart_, she thought to herself, doing her very best to keep the bitterness from showing on her off violet face.

Both Twilight and Steady's eyes widened at the sheer opulence before them. All along the walls were ornate and highly detailed murals and reliefs that seemed to focus on scenes from ancient Equestrian Mythology, ponies with great swords and shields holding the line gallantly against the endless forces of the monstrous changelings. Millions against thousands, but still they were unyielding to the very last Equinsgardian, from Beatrix, to Odin and Siegfried and Thunderlane and even Celestia. Twilight knew that they were just myths, but she had to admit, even as much as she preferred to think with pure logic, she did find something inherently captivating about that particular brand of lore as a whole, viewing Celestia with as much veneration as she possibly could for a mythological figure.

"Kinda obsessive don't you think?" Steady asked, leaning against a pillar, evidently modeled after the serpent and topped off with a statue of Beatrix, the Trickster, gazing up at the ceiling. "I mean, I like old myth just as much as the next guy, but don't you think this is kinda much?"

Twilight shrugged, trying to hide her veneration for the casinos design. "Not our concern right now. Our concern is, however, finding what Gustav wants with Crafty Crate." she answered rather bluntly, looking around for the massive pegasus from before. "And there is our friend right now." she muttered, motioning towards the room that Crafty Crate had just entered. Steady Hoof nodded.

"The Muspelheim Room? That sounds rather overdramatic don't you think?" he asked, and Twilight nodded.

"Well, that only fits in with the rest of the design…" she trailed off, spotting a female porter heading for the same room. Twilight smiled slyly. "And I think we have our way in..." she added, already making her way towards the porter.

"Stay safe dearie," Steady Hoof called out, waving over dramatically as she left and Twilight spun on her hooves smoothly to face him.

"Of course, Sunshine! I love you!" she replied with a titter, taking no small pleasure in seeing Steady Hoof struggle to keep a straight face at her over-the-top endearment, making silent promises in the back of her mind for vengeance against her subordinate, already planning what she'll do to him when they got back to the base.

She then refocused her attention on the porter heading for the Muspelheim Room. As she walked, she causally levitated a wine glass off a passing waiter, a plan already forming in her mind. However, her plan ground to a halt when she noticed the distinct uniform the porter was wearing.

_Dammit._ She thought, quickly gulping down the wine and setting the glass down on a random table as she passed. _Time to recalibrate the plan then…_ she thought, already sizing up the porter, hoping that the other pony's uniform would fit her own body.

The porter veered around a corner, pushing her way into the hectic kitchen. Undaunted, Twilight followed, pushing the dual swinging doors asides, and weaving her way through the controlled chaos of the casino's rather sizable kitchen. The porter pony came to a stop in front one of the chiefs, quickly babbling out an apparent meal for whomever was in the Muspelheim Room in Prench. The chief nodded, heading back to his respective position to supposedly cook the meal.

Twilight seized the opportunity, making sure to grab a nearby open bottle of salad dressing off the table and, in one smooth motion, 'accidentally' spilling it on the porter's uniform.

"Regardez-le!" The porter spat, giving Twilight a death glare as she attempted to clean off the dressing from her uniform before it stained it. Twilight was quick to levitate a cloth of her own, dabbing it on the porter's uniform repeatedly.

"Je suis désolé, je ne voulais pas que répandre sur vous," Twilight said, her voice deeply apologetic. The porter however, greeted her profuse apologies with a vengeful glare, before brusquely stalking away towards the bathrooms, angrily muttering the whole while. Twilight waited a few seconds, feigning sorrow, until the bathroom door shut. Twilight then strode over to the bathroom, slipping inside.

The porter was standing over the sink, still muttering and dabbing a paper towel on her uniform. She looked into the mirror, spotting Twilight standing at the other side of the room.

"Que voulez-vous? Vous ne voyez pas que vous avez ruiné ma journée assez?" The porter grumbled. Twilight feigned a blush.

"Encore une fois, je suis désolé, je viens de présenter des excuses…" Twilight said, her horn glowing softly as she prepared a spell. The porter scoffed.

"Apologize mon flanc! Vous ne savez pas combien coûte cet unifo-" The Porter's rant was cut short by a blast of magic to her face, causing her to fall unconscious and flop down to the floor with a crash. Twilight smoothly trotted over, propping the unconscious earth pony up against the wall.

"Encore une fois, je suis très désolé, mais j'ai un travail à faire." she said quietly, stripping the porter of her uniform and donning it herself. Thankfully, it fit just fine, despite being just a little bit loose around the chest. Twilight cast another glance down to the unconscious earth pony, leaning down to give her a quick pat on the head.

"Dormez bien, d'accord?" she whispered, before spinning around to check herself in the mirror. She quickly cast a spell to make her coat color two tones lighter, applying the same spell to her mane. She then walked out of the bathroom, heading directly for the chief whom the porter had been speaking with. In one smooth motion, she levitated the platter of food from the chief, striding out into the casino, and heading straight for the Muspelheim Room.

/

"Mr. Crate, take a seat," Gustav said, amicably motioning towards the large couch sitting in the center of the room. The big brown pegasus nodded, plopping himself down rather unceremoniously. Gustav meanwhile, walked over to the bar, pouring two drinks. In the background, a pale lavender unicorn walked in with a platter of food, setting it down on the table and walking out without a sound.

"So, Mr. Crate…" he began, closing the bottle and placing it under the counter. "What information do you have that could ever peak my interest?" he asked rhetorically, lighting up his cigar. He walked over to the couch, setting the drinks down on the glass coffee table in front of Crafty Crate.

"Well, Mistah Shaw, since we's is in the Muspelheim Room, I figurah we talk 'bout somethin' that has ta do with flames. Tell me, do ya know anythin' 'bout Hephaestus?" Crafty Crate replied, pulling out a cigarette of his own and setting it alight.

"God of the forge. Skrosian mythology I believe." Gustav answered, exhaling a thick cloud of smoke. "Why? Whatever could that have to do with my interests?"

Crafty Crate smiled. "Well, have ya ever heard of the Fire Star?"

Gustav tapped his talons on his knees. "I have, but I do not dabble in myths, Mister Crate."

"Well, yer gonna wanna start dabblin' after taday!" Crafty Crate tipped his hat.. "Ya see, accordin' to legend, it was the object that fed the magical flames of his forge. Apparently, it could make anyone who could hold it more powerful by refining their present abilities tenfold. Interested?"

Gustav leaned back in his chair, raising his eyebrows. "Do you have such a treasure?" he asked inquisitively. Crafty Crate shifted in his place slightly. "Because, if not…" the griffin began to scratch his talons against the fine mahogany table between him and his momentary associate.

"Um, well, not exactly. I don't have on me right now, but what I do have, Mistah Shaw," his eyes began to glow with a sort of malevolent child like wonder. "Is part of a map. I came here hopin' youse had somepony who could read ancient Skyros." he said, his voice growing somewhat evasive as he spoke. Gustav arched an eyebrow.

"perhaps I do, maybe I don't. I can't be sure of that until I know what you're speaking of is real, Mister Crate." he asked rather incredulously, leaning forward slightly. Crafty Crate sat up a little, his body noticeably tensing up. "But, if you cannot provide me with anything else other than a map that could just as easily have been a fake, then I will have to-"

"I don't deal in fakes, ya stuff shirt prick!" Crafty cut him off indignantly at the suave owner of the casino. "I deal in the real. If I didn't, my whole little business would be kaputs." he said, pointing an accusing hoof towards a bemused Gustav. "Now, do ya want tha map fragment or not? 'cause if ya don't, I'll gladly take it ta somepony who actually believes me, and not some stuck up beak-faced chicken-cat who likes to dress in fancy suits."

Gustav's eyebrows lowered. "'beak faced chicken-cat?'" he asked. "Is that what you just called me?" he pressed, his tone growing angered. "Why should I be blamed for wishing to know that you're telling the truth, and not just wasting my time with your silly little game?"

"Silly little game?" Crafty Crate asked, blinking in shock. "What would I have to gain from lying to ya? Lose all my money? Because I ain't _fuckin'_ about to let that happen, bud. I got papers datin' back to the 1300s on the Fire Star. I. Ain't... _Lying._"

Gustav held up a talon. "Easy now, Mr. Crate. That was the piece of information I wanted to hear. Now, what proof is there asides from your documents that this gem exists?" Shaw let out a chuckle. "Perhaps you should have led with that from the very beginning?"

Crafty Crate let out an angry huff, before holding up a small amulet that was hanging around his neck by a small gold chain. "I've got a shard of it right here, Mister Shaw. And this little itty bitty piece is all I need to make sure ya don't up and make me think I'm melting or turned into a fish."

Gustav's expression changed from one of inquisitiveness to outright impressed. "Well, well, well! Color me impressed! How did you know I was trying to play my trick on you?" he asked with a slight chuckle, tilting his head inquisitively. Crafty let out a snort.

"I heard it through the grapevine, 'kay? Also, ya've been starin' at me funny ever since ya first asked about the gem. Only psychics stare like that when they're tryin' to mess with your head." he replied tersely. "Call it 'personal experience."

Gustav stood up, smiling broadly. "Well then, I must give you credit," he said, his eyes now fixed directly on the amulet. "You said you were able to block my powers from just a shard? That is most impressive," he clapped his talons together. "Most impressive indeed."

"So do we have a deal?" Crafty asked, and Gustav nodded.

"This operation is a risk worth taking, yes…" he trailed off. "Do you happen to be active in the actual recovery of the object in question as well?" he added, arching an eyebrow slightly. Crafty nodded.

"Yeah, but that'll cost ya extra. Why?" he asked, looking up at Gustav with a raised eyebrow. Gustav smiled.

"Excellent, I believe this will cover any costs," he replied, reaching into his coat pocket to pull out a bag of coins, dropping it into Crafty's extended hoof. "I know that doesn't look like much, but if you look inside, you will see that it's one-hundred percent gold. It is the equivalent of a hundred thousand bits right there."

Crafty's eyes practically lit up with greed. "Wonderful….where do you want to make the final song and dance?"

"The next meeting?" confirmed, stroking his mustache. "I believe my yacht in San Franciscolt will suffice. _The Tempest_. Next month. Be there, understand?"

Crafty Crate nodded, standing up to shake Gustav's talon. "Perfectly, Mr. Shaw. I'll be there."

Gustav nodded. "Good, good. Now, my assistant will be escorting you to the location of your choice, is that suitable."

Crafty Crate looked around the empty room. "Um...what assistant? I don't see anypony-" he was halted by Gustav holding up a talon.

"Oh Marie! Marie, come here please!" Gustav called out, and there was an explosion of red smoke in the center of the room, revealing a blood red earth pony with a dark brown mane. Her eyes darted towards Gustav sharply, and her general aura was one of a bomb just about to go off.

"Yes, Mr. Shaw?" she asked, "What do you need?"

"Please take our friend, Mr. Crafty Crate here, to wherever he wishes," he set his talon on her shoulder, smiling down on her. "Is that understood?"

"Yes, Sir," The red mare nodded, her eyes darting towards Crafty Crate before smiling seductively.

"Hey stud. Where do you wanna go?" she asked, arching an eyebrow. Crafty Crate blinked, still apparently trying to wrap his head around the mare's sudden appearance.

"Well-I-the slut machi- SLOT MACHINES!" he replied, giving Gustav a questioning look. The red mare nodded. "I mean slot machines!"

"Sure thing. Crafty. Grab on," she said, reaching over and taking Crafty Crate's hoof in her own, and, before Crafty had a chance to protest, vanished in another cloud of red smoke, leaving Gustav alone in the room. "To anything you want."

/

Now, Twilight Sparkle has been in many places. She had seen many things most ponies wouldn't believe, and would often react with a simple shrug and keep going. She had done many things, and met hundreds of ponies. She had known Captain Equestria herself, and had crafted a potion that basically stopped aging from scratch.

But all that still didn't explain how the blood red earth pony mare had somehow managed to appear out of thin air, before vanishing again, all in a billowing cloud of brimstone scented smoke. Pretty much the only thing keeping her from completely breaking character was the pony had been named Marie, and not some strange, archaic combination of letters and sounds.

_Okay...so it's **not** a demon...hopefully…_ she thought, swallowing slightly. She was wondering if she could excuse herself from the room when Gustav snapped his talons, motioning for her to come closer. She quickly took a breath, slipping back into character as a waitress.

"What do you need sir?" she asked, making sure her voice was coy and innocent sounding. Gustav glanced towards her out of the corner of his eye.

"What's on your tray?" he asked, idly leaning down to take a sip of his drink.

Twilight glanced down at her tray to reacquaint herself with its contents. "We have Port wine. A 49 vintage," she replied, looking back towards Gustav, who seemed to be checking his wristwatch.

"Excellent. We will take it. Do you have any smokes?" he added, still seemingly distracted by other things in the room, such as the supposed dust that lined the cushion.

Twilight was about to say no before noticing the rectangular pressure from the uniform's right breast pocket. She opened the pocket, pulling out a small box of cigarettes with her magic.

"Will these do sir?" she asked, holding the box up. Gustav eyed the box briefly before smiling.

"Yes. I believe they will do just fine." he said, taking the box from her. Twilight relaxed somewhat, preparing to turn and leave, but Gustav unexpectedly reached out, putting a finely manicured talon on her shoulder.

"Here," he said, reaching into his jacket pocket and slipping something into her now empty breast pocket. From their shape, they seemed to coins. "Have a tip," Gustav continued, his golden eyes looking directly into Twilight's. "Because, dearie, _you didn't see anything._"

Twilight could feel the subtle energies of Gustav's suggestion seep into her mind, attempting to cloud her senses and make her forget what had just happened. Luckily, Twilight, being the type to prepare herself against such attacks, resisted the influence. However, she still needed to play the part, so, she allowed her eyes to go unfocused for a brief moment before repeating what Gustav had said.

"I didn't see anything." she droned in a low monotone voice. Once that was done, she shook her head as if to clear it, before looking directly at Gustav, putting on a chipper and happy look. "Why hello sir, would you wish for a-" she paused to regard her empty drink tray. "-or maybe you'd care for a-" she reached her hoof to her right breast pocket to find it empty besides the coins. Twilight blinked rapidly, pretending to be confused.

"I-I'm so sorry, sir, I don't know how it's possible I didn't notice I was out of everything. And I have no idea where these coins came fro-" her explanation was cut off by Gustav raising a talon.

"Oh no worries. You just had a little fainting spell is all. The coins are your tip. Just take it easy, and maybe even take the night off, eh?" Gustav smiled. "Just tell your boss a friend of Al's okayed it. Understood?"

Twilight nodded with feigned dumbness. "Why thank you sir. I wish you a pleasant evening with you and your guests." she said, turning around and walking out of the Muspelheim Room as calmly as possible, which was, deep down the opposite of how she was feeling.

/

Steady Hoof always managed to find something enjoyable to do while going undercover, but even he could admit that it was always annoying when Twilight would stride off, change outfits and crafted an entirely new disguise without telling him. It always complicated things, and complicated plans, more often than not, lead to trouble.

However, whatever Twilight's disguise had been must have worked, as she could be seen slipping out of the Muspelheim Room seemingly unharmed and unruffled. That is, until she came closer, where Steady could see her expression was one of incredible unease.

"Twilight what's wrong, you look a little pale?" he whispered as she came to a stop in front of him, dressed as a waitress. "Why are you dressed as a waitress?" He paused for a moment. "And why do I like it so much?"

Twilight simply waved a hoof, ignoring her partners fetish. "Needed to get into the room. I'll go change, because Mr. and Mrs. Shimmer need to leave right now. Understand?"

Steady Hoof nodded. "Sure thing. Do you remember where you stashed your old costume?"

Twilight nodded, briefly tapping to her left breast pocket. "Right here. Shrinking spell. Give me two minutes."

Steady Hoof nodded, and Twilight quickly strode off to a nearby bathroom, emerging exactly two minutes later in the same black dress she had been wearing when they came in. "Let's go." she said.

Moments later, a very pale looking 'Mrs. Shimmer' and a deeply concerned looking 'Mr. Shimmer' were walking out the exit. Just as they were about to reach the guards, Twilight leaned against Steady Hoof overdramatically.

"Food poisoning," Steady Hoof told the guard, who nodded to allow them to pass, muttering a half-hearted apology. They made a beeline towards the car, making sure to make as convincing a show as possible. Spike leaned out the car window, a surprised look on his face.

"What's wrong with Twilight? I thought you were supposed to have her back?" he asked as he opened the door for Twilight to plop herself into the backseat.

"We had to separate in the hallway. She went in as a porter and wouldn't let me follow." Steady replied, plopping into the front passenger's seat as Spike started the car. The car smoothly drove forward, with Spike glancing back into the rear view mirror.

"You alright Twilight? Look a little off."

Twilight looked into the rearview, having already slipped out of the black dress and undoing the ponytail her hair was in. She shook her head.

"No, it's alright, Spike. Just get us to the airport okay. Steady give me that radio. I have to talk to Shiny," she said, containing her panic, with Steady nodding and reaching for the radio, as Twilight leaned back into the backseat, letting out a long, cleansing breath and looking out the window, already trying to piece together whatever the hell it was that she had seen. Whatever Gustav was up to, it was obviously something big.

But what? She thought, taking the radio Steady was holding out for her, and readying herself to call Shining.


End file.
